Common use of Grant of Right of First Offer Clause in Contracts

Grant of Right of First Offer. Subject to the terms and conditions of this Article 19 and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes available for lease (other than the initial lease of such space to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”), Landlord shall provide written notice of such availability (the “Landlord’s Offer Notice”) to Tenant and Tenant shall have an ongoing right of first offer (“ROFO”) to add such space (the “ROFO Space”) to the Premises on the then-existing terms of this Lease, except as otherwise provided in this Article. Landlord’s ROFO Notice shall set forth the approximate size, approximate configuration and approximate location (but including the specific floors) of the ROFO Space, Landlord’s quotation of a proposed Base Rent, tenant improvement allowance, and free rent, if any, for the ROFO Space, and the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for such ROFO Space. The term for the ROFO Space shall be coterminous with the Term for the Premises (including the Extension Option pursuant to Article 17), provided, however, if as of the date of either Landlord’s Offer Notice or the Anticipated Inclusion Date there is or will be less than five (5) full years remaining in the then Term of this Lease, then (1) Tenant shall have no right to lease the ROFO Space unless Tenant simultaneously with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17, and (2) if the time period for Tenant to exercise the Extension Option has expired without exercise by Tenant, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such space. As used in this Article, the term “available for lease” shall mean office space in the Building which is anticipated to, or becomes, vacant and is not an Exempt Transaction.

Grant of Right of First Offer. Subject Commencing on the date hereof, and continuing until term of the Lot 15 Lease expires or is earlier terminated, Ligand shall have a continuous Right of First Offer on any speculative Building constructed on the Property, it being understood that Ligand shall not have the Right of First Offer with respect to the terms and conditions any building for which construction is commenced after a particular tenant or group of this Article 19 and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes available for lease (other than the initial lease tenants has communicated to Slough its desire to occupy all or a portion of such space building (a “Build-to-Suit Building”). At least one (1) year prior to the extent that such space is vacant as estimated completion of the Effective Date (any such leasespeculative Building, an “Initial Lease”), Landlord Slough shall provide Ligand with written notice of such availability Slough’s decision to construct one or more speculative Buildings and the economic terms (including without limitation Slough’s proposed fair market rent) on which it is willing to lease the Building(s) (“LandlordSlough’s Notice”). Ligand shall have the right to exercise its Right of First Offer by delivering written notice thereof to Slough within thirty (30) days after receipt of Slough’s Notice. If Ligand exercises its Right of First Offer, Slough and Ligand will attempt for a period of thirty (30) days (“Negotiation Period”) to Tenant agree on the fair market rent for that portion of area in the Buildings described in Slough’s Notice. If Slough and Tenant shall have an ongoing right Ligand are able to agree on the fair market rent within the Negotiation Period, the parties will execute and deliver the Building Lease no later than the end of first offer (“ROFO”) to add such space (the “ROFO Space”) Negotiation Period. If Slough and Ligand cannot agree upon the fair market rent prior to the Premises on end of the then-existing terms Negotiation Period, the same shall be extended for a period of thirty (30) days for the purposes of (i) determining fair market rent pursuant to Section 2.5 of this Lease, except as otherwise provided in this Article. Landlord’s ROFO Notice shall set forth the approximate size, approximate configuration and approximate location (but including the specific floors) of the ROFO Space, Landlord’s quotation of a proposed Base Rent, tenant improvement allowanceAgreement, and free rent(ii) executing a Building Lease. If Ligand does not timely exercise its Right of First Offer, if any, then the Right of First Offer shall no longer be applicable for the ROFO Space, and the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for such ROFO Space. The term for the ROFO Space shall be coterminous with the Term for the Premises (including the Extension Option pursuant to Article 17), Building described in Slough’s Notice; provided, however, that if as Slough intends to transfer all or any part of the date of either Landlord’s Offer Notice Building for a rental amount or the Anticipated Inclusion Date there fee that is or will be less than ninety-five percent (595%) full years remaining of the rental rate set forth in the then Term of this LeaseSlough’s Notice, then (1) Tenant such space shall have no right be subject to lease the ROFO Space unless Tenant simultaneously Right of First Refusal in accordance with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17, and (2) if the time period for Tenant to exercise the Extension Option has expired without exercise by Tenant, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such space. As used in this Article, the term “available for lease” shall mean office space in the Building which is anticipated to, or becomes, vacant and is not an Exempt TransactionSection 2.2 hereof.

Grant of Right of First Offer. Subject Seller hereby grants, or agrees to cause to be granted, to Purchaser the terms and conditions of this Article 19 and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes available for lease (other than the initial lease of such space to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”), Landlord shall provide written notice of such availability (the “Landlord’s Offer Notice”) to Tenant and Tenant shall have an ongoing exclusive right of first offer (“ROFO”) to add such space Develop the Property (the “ROFO Space”"Right") upon the following terms and conditions: If, at any time prior to the Premises termination of this Agreement Seller or HDLP should determine, in its sole discretion, that all or a portion of the Property shall be utilized for the construction of an office or industrial facility to be owned and leased to third parties by Seller, HDLP or another affiliate of Seller or held by Seller, HDLP or another affiliate of Seller for sale to a third party, Seller shall offer, or shall cause HDLP or such other affiliate of Seller to offer, Purchaser the right to Develop such office or industrial facility before offering other parties the right to develop the Property for such uses. Seller shall notify, or shall cause HDLP or such other affiliate of Seller to notify (the entity providing such notice is referred to as the "Offeree") Purchaser of the offer (the "Offer") in the manner provided herein for the giving of notice, which notice shall be accompanied by a written statement setting forth the terms of the Offer, and Purchaser shall have the right of first offer to Develop the portion of the Property (which may be all of the Property) which is subject to the Offer (the "Subject Parcel") on the then-existing same terms of this Lease, except and conditions as otherwise provided are contained in this Article. Landlord’s ROFO Notice shall set forth the approximate size, approximate configuration and approximate location (but including the specific floors) of the ROFO Space, Landlord’s quotation of a proposed Base Rent, tenant improvement allowance, and free rent, if any, for the ROFO Space, and the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for such ROFO Space. The term for the ROFO Space shall be coterminous with the Term for the Premises (including the Extension Option pursuant to Article 17), Offer; provided, however, if that the closing of the sale of the Subject Parcel pursuant to the Offer shall occur no earlier than thirty (30) days after Purchaser has been notified of the Offer. Purchaser shall give Offeree written notice of Purchaser's election to Develop the Subject Parcel pursuant to the Offer within fifteen (15) days after Purchaser's receipt of the notice of the Offer, and should Purchaser elect to Develop the Subject Parcel pursuant to the Offer, Purchaser's notice of same shall be accompanied by a written statement of the proposed terms of such development, and the development of the Subject Parcel by Purchaser shall occur as provided in the Offer, subject to the thirty (30) day period provided above. In the event Purchaser fails to notify Offeree of its election within said fifteen (15) day period or elects not to Develop the Subject Parcel pursuant to the Offer, Seller, HDLP or such affiliate of Seller shall have the right to offer the Subject Parcel to third parties or Develop the Subject Parcel itself on the same economic terms and substantially the same other terms as are contained in the Offer; provided, however, that in the event either Seller, HDLP or such affiliate of Seller does not commence to Develop the Subject property, or the sale of the Subject Parcel to a third party pursuant to the Offer does not close, within one hundred fifty (150) days of the date of either Landlord’s Offer Notice the delivery of the Offer, Seller shall renotify Purchaser and the Subject Parcel shall again be subject to all of the terms and provisions of this Agreement. Notwithstanding anything to the contrary contained herein, Seller and HDLP reserve the right, and shall be entitled, at any time, to sell or otherwise convey, dedicate or grant the Anticipated Inclusion Date there is Property or will be less than five any portion thereof or any interest therein to a third party or parties which intends to use the Property for any purpose whatsoever (5including for use as an office or industrial building or facility) full years remaining so long as neither Seller, HDLP nor any affiliate of Seller participates in the then Term development of this Lease, then (1) Tenant shall have no right such portion of the Property that is contemplated to lease the ROFO Space unless Tenant simultaneously with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17be used for office or industrial purposes, and (2) if the time period for Tenant to exercise the Extension Option has expired without exercise by TenantRight shall not apply in connection with any such sale, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such space. As used in this Articleconveyance, the term “available for lease” shall mean office space in the Building which is anticipated to, dedication or becomes, vacant and is not an Exempt Transactiongrant.

Grant of Right of First Offer. Subject Seller hereby grants, or agrees to cause to be granted, to Purchaser the exclusive right of first offer to Develop the Property (the "Right") upon the following terms and conditions: If, at any time prior to the termination of this Agreement, Seller or HDLP should determine, in its sole discretion, that all or a portion of the Property shall be utilized for the construction of an office or industrial facility to be either (a) owned and leased to third parties by Seller, HDLP or another affiliate of Seller or (b) held by Seller, HDLP or another affiliate of Seller for sale to a third party after such construction, Seller shall offer, or shall cause HDLP or such other affiliate of Seller to offer, Purchaser the right to Develop such office or industrial facility before developing, or allowing the development of, the Property for such uses. Seller shall notify, or shall cause HDLP or such other affiliate of Seller to notify (the entity providing such notice is referred to as the "Offeree"), Purchaser of the offer in the manner provided herein for the giving of notice of their decision to so Develop the Property and the general terms and conditions of this Article 19 the proposed development, and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes available for lease (other than the initial lease of such space to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”), Landlord shall provide written notice of such availability (the “Landlord’s Offer Notice”) to Tenant and Tenant Purchaser shall have an ongoing the right of first offer to Develop that portion of the Property to be Developed (“ROFO”which may be all of the Property) to add such space (the “ROFO Space”"Subject Parcel") by notifying Offeree of the general terms and conditions upon which Purchaser is willing to Develop the Premises on Subject Parcel (the then-existing "Offer"), which Offer may differ from the terms of this Lease, except as otherwise provided in this Articlethe notice from the Offeree. Landlord’s ROFO Notice Purchaser shall set forth give the approximate size, approximate configuration and approximate location Offer to Offeree within thirty (but including the specific floors30) days after Purchaser's receipt of the ROFO Spacenotice from Offeree. In the event Purchaser fails to notify Offeree of its election within said thirty (30) day period or elects not to Develop the Subject Parcel, Landlord’s quotation or Purchaser and Offeree are unable to reach agreement on all the material terms and conditions of a proposed Base Rentthe development of the Subject Parcel, tenant improvement allowanceSeller, and free rentHDLP, if any, for the ROFO Space, and the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for or such ROFO Space. The term for the ROFO Space affiliate of Seller shall be coterminous entitled to offer to third parties the opportunity to Develop the Subject Parcel on commercially reasonable terms in an arms' length transaction or Seller, HDLP or such affiliate of Seller may develop the Subject Parcel substantially in accordance with the Term for terms described in the Premises (including the Extension Option pursuant to Article 17)notice from Offeree described above, provided, however, if as that in the event either Seller, HDLP, such affiliate of Seller or another party does not commence to Develop the Subject Parcel, or the sale of the Subject Parcel to a third party does not close within one hundred fifty (150) days of the date of either Landlord’s Offer Notice the delivery of the Offer, Seller shall renotify Purchaser and the Subject Parcel shall again be subject to all of the terms and provisions of this Agreement. Notwithstanding anything to the contrary contained herein, Seller and HDLP reserve the right, and shall be entitled, at any time, to sell or otherwise convey, dedicate or grant the Anticipated Inclusion Date there is Property or will be less than five any portion thereof or any interest therein to a third party or parties which intends to use the Property for any purpose whatsoever (5including for use as an office or industrial building or facility) full years remaining so long as neither Seller, HDLP nor any affiliate of Seller participates in the then Term development of this Lease, then (1) Tenant shall have no right such portion of the Property that is contemplated to lease the ROFO Space unless Tenant simultaneously with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17be used for office or industrial purposes, and the Right shall not apply in connection with any such sale, conveyance, dedication or grant. The construction of public and common infrastructure improvements (2including roads, utility lines, storm and sanitary sewer lines and detention ponds) if serving such portions of the time period for Tenant Property shall not be deemed to exercise the Extension Option has expired without exercise be participation by TenantSeller, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such space. As used in this Article, the term “available for lease” shall mean office space HDLP or any affiliate of Seller in the Building which is anticipated to, or becomes, vacant and is not an Exempt Transactiondevelopment of such Property.

Grant of Right of First Offer. Subject In the event Landlord intends to sell or to make the terms and conditions of this Article 19 and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes Premises available for lease (other than the initial lease of such space purchase to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”)unrelated third parties, Landlord shall provide give Tenant written notice of this intention and of the intended offering sale price of the Premises (the "Price Notice"). In the event Tenant desires to purchase the Premises at the offering sale price indicated by Landlord, Tenant shall give to Landlord a written notice of such availability desire (the “Landlord’s Offer "Interest Notice”") within seven days of receipt of the Price Notice. If no Interest Notice is timely given by Tenant, then Tenant shall have no further rights under this Paragraph 1 unless Landlord decides to offer the Premises for sale at a price lower than 95 percent of the price set forth in the Price Notice, in which case a second Price Notice shall be given to Tenant and seven days afforded for Tenant to give an Interest Notice stating Tenant's desire to purchase the Premises at the new price. In the event an Interest Notice is timely given by Tenant, then Landlord and Tenant shall negotiate during the 10-day period following the giving of Tenant's Interest Notice in a good faith attempt to execute a definitive purchase and sale agreement whereby Landlord would sell to Tenant and Tenant would purchase from Landlord the Premises at the price stated in the Price Notice. However, neither party shall have an ongoing right of first offer (“ROFO”) any obligation to add execute a purchase and sale agreement not acceptable to such space (party, in its sole and absolute discretion. In the “ROFO Space”) event the parties fail to execute a mutually agreeable purchase and sale agreement within the Premises on 10-day period allowed, or in the then-existing terms of this Lease, except as otherwise provided in this Article. Landlord’s ROFO Notice shall set forth the approximate size, approximate configuration event such a purchase and approximate location (sale agreement is executed but including the specific floors) is subsequently terminated without consummation of the ROFO Spacesale, Landlord’s quotation of a proposed Base Rent, tenant improvement allowance, and free rent, if any, for the ROFO Space, and the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for such ROFO Space. The term for the ROFO Space shall be coterminous with the Term for the Premises (including the Extension Option pursuant to Article 17), provided, however, if as of the date of either Landlord’s Offer Notice or the Anticipated Inclusion Date there is or will be less than five (5) full years remaining in the then Term of this Lease, then (1) Tenant shall have no further rights under this Paragraph 1. In no event whatsoever shall Tenant have the right to lease assert any right to purchase the ROFO Space unless Premises once Landlord has executed a contract for the sale of the Premises to a third party as otherwise permitted under this Paragraph 1, even if the price under such contract, as the same may be amended, is less than the price stated in the applicable Price Notice or the price at which Landlord would otherwise have an obligation to give to Tenant simultaneously with a new Price Notice. Any price set forth in a Price Notice given to Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17, and (2) if any transaction whereby the time period for Tenant Premises is sold to exercise the Extension Option has expired without exercise by Tenant, will be on the basis that Landlord shall have pay no obligation real estate commission on account of such sale to any broker representing Tenant. Landlord may offer the ROFO Space Premises to Tenant and Tenant shall have no right third parties at a price equal to lease such space. As used in this Article, or greater than the term “available for lease” shall mean office space price set forth in the Building which is anticipated toPrice Notice, or becomes, vacant and is not an Exempt Transactionat any price greater than 95 percent of the price set forth in the Price Notice.

Grant of Right of First Offer. Subject At Closing, Seller agrees to the terms and conditions of this Article 19 and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes available for lease (other than the initial lease of such space grant to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”), Landlord shall provide written notice of such availability (the “Landlord’s Offer Notice”) to Tenant and Tenant shall have an ongoing Purchaser a right of first offer (“ROFO”the "Offer Right"), to purchase the Additional North Triangle Land (as hereafter described) owned by Seller on the following terms and conditions. As used herein "Additional North Triangle Land" shall mean a parcel of land currently used by Seller as a sports field and for special events and which is located northeast of the Triangle Land with frontage on North Western Avenue in Oklahoma City, Oklahoma County, Oklahoma, the southern border of which abuts the northern boundary of that certain private drive commonly known as "Chesapeake Drive" which is located PURCHASE AND SALE AGREEMENT 44 at the traffic signal on North Western Avenue and which is generally depicted on the Site Plan as crosshatched. If after the Closing Date, Seller decides to add offer the Additional North Triangle Land for purchase to one or more third parties, Seller shall first offer Purchaser the right to purchase the Additional North Triangle Land by delivering to Purchaser written notice of such space decision (the “"ROFO Space”) Notice"), which shall include the proposed purchase price and other material terms of the proposed sale, including but not limited to reasonable architectural controls and approval rights of Seller as to any proposed improvements to be constructed on any part of the Premises Additional North Triangle Land so as to be generally harmonious and consistent with the other improvements on the thenTriangle Land (the "ROFO Terms"). Purchaser shall have a 45-existing terms of this Lease, except as otherwise provided in this Article. Landlord’s ROFO Notice shall set forth day period from the approximate size, approximate configuration and approximate location (but including the specific floors) delivery of the ROFO SpaceNotice (the "ROFO Exercise Period") within which to accept or reject the ROFO Terms by written notice to Seller. If Purchaser does not deliver written notice to Seller by the end of the ROFO Exercise Period, Landlord’s quotation of a proposed Base Rent, tenant improvement allowancethen Purchaser shall be deemed to have elected not to accept the ROFO Terms, and free rent, if any, for Seller may thereafter offer to sell the Additional North Triangle Land to a third party on terms materially consistent with the ROFO SpaceTerms, and for a purchase price of not less than 95% of the date estimated by Landlord as proposed purchase price in the anticipated commencement date ROFO Terms. If Seller does not complete a closing with any such third party within nine (9) months after the end of the ROFO Exercise Period, the Offer Right shall be reinstated for any subsequent sale. At Closing, the parties will enter into a side letter agreement which shall memorialize the terms of the Offer Right set forth above (the “Anticipated Inclusion Date”) for such "ROFO Space. The term for Side Letter"); provided, in no event shall the ROFO Space shall Side Letter or any memorandum or short form thereof be coterminous with recorded in the Term for the Premises (including the Extension Option pursuant to Article 17), provided, however, if as offices of the date County Clerk of either Landlord’s Offer Notice or the Anticipated Inclusion Date there is or will be less than five (5) full years remaining in the then Term of this Lease, then (1) Tenant shall have no right to lease the ROFO Space unless Tenant simultaneously with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17, and (2) if the time period for Tenant to exercise the Extension Option has expired without exercise by Tenant, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such spaceOklahoma County. As used in this Article, the term “available for lease” shall mean office space in the Building which is anticipated to, or becomes, vacant and is not an Exempt Transaction21.

Grant of Right of First Offer. Subject Seller hereby grants to Purchaser the terms and conditions of this Article 19 and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes available for lease (other than the initial lease of such space to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”), Landlord shall provide written notice of such availability (the “Landlord’s Offer Notice”) to Tenant and Tenant shall have an ongoing exclusive right of first offer (“ROFO”) to add such space Develop the Property (the “ROFO Space”"Right") upon the following terms and conditions: If, at any time prior to the Premises termination of this Agreement Seller should determine, in its sole discretion, that all or a portion of the Property shall be utilized for the construction of an office or industrial facility to be owned and leased to third parties by Seller or held by Seller for sale to a third party, Seller shall offer Purchaser the right to Develop such office or industrial facility before offering other parties the right to develop the Property for such uses. Seller shall notify Purchaser of the offer (the "Offer") in the manner provided herein for the giving of notice, which notice shall be accompanied by a written statement setting forth the terms of the Offer, and Purchaser shall have the right of first offer to Develop the portion of the Property (which may be all of the Property) which is subject to the Offer (the "Subject Parcel") on the then-existing same terms of this Lease, except and conditions as otherwise provided are contained in this Article. Landlord’s ROFO Notice shall set forth the approximate size, approximate configuration and approximate location (but including the specific floors) of the ROFO Space, Landlord’s quotation of a proposed Base Rent, tenant improvement allowance, and free rent, if any, for the ROFO Space, and the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for such ROFO Space. The term for the ROFO Space shall be coterminous with the Term for the Premises (including the Extension Option pursuant to Article 17), Offer; provided, however, if that the closing of the sale of the Subject Parcel pursuant to the Offer shall occur no earlier than thirty (30) days after Purchaser has been notified of the Offer. Purchaser shall give Seller written notice of Purchaser's election to Develop the Subject Parcel pursuant to the Offer within fifteen (15) days after Purchaser's receipt of the notice of the Offer, and should Purchaser elect to Develop the Subject Parcel pursuant to the Offer, Purchaser's notice of same shall be accompanied by a written statement of the proposed terms of such development, and the development of the Subject Parcel to Purchaser shall occur as provided in the Offer, subject to the thirty (30) day period provided above. In the event Purchaser fails to notify Seller of its election within said fifteen (15) day period or elects not to Develop the Subject Parcel pursuant to the Offer, Seller shall have the right to offer the Subject Parcel to third parties or Develop the Subject Parcel itself on the same economic terms and substantially the same other terms as are contained in the Offer; provided, however, that in the event the sale of the Subject Parcel to a third party pursuant to the Offer does not close within one hundred fifty (150) days of the date of either Landlord’s Offer Notice the delivery of the Offer, Seller shall renotify Purchaser and the Subject Parcel shall again be subject to all of the terms and provisions of this Agreement. Notwithstanding anything to the contrary contained herein, Seller reserves the right, and shall be entitled, at any time, to sell or otherwise convey, dedicate or grant the Anticipated Inclusion Date there is Property or will be less than five (5) full years remaining any portion thereof or any interest therein to a third party or parties which intends to use the Property for any purpose whatsoever so long as Seller does not participate in the then Term development of this Lease, then (1) Tenant shall have no right such portion of the Property that is contemplated to lease the ROFO Space unless Tenant simultaneously with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17be used for office or industrial purposes, and (2) if the time period for Tenant to exercise the Extension Option has expired without exercise by TenantRight shall not apply in connection with any such sale, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such space. As used in this Articleconveyance, the term “available for lease” shall mean office space in the Building which is anticipated to, dedication or becomes, vacant and is not an Exempt Transactiongrant.

Grant of Right of First Offer. Subject Provided no Default then exists either at the time of delivery of the ROFO Notice and at the time of Sublandlord’s delivery of the ROFO Space (as such capitalized terms are defined herein) to Subtenant, Sublandlord shall, prior to offering any space in the Building to any party, first offer to lease to Subtenant the entirety (and not a portion) of the Building in an “AS-IS” condition by delivering notice of such offer (“ROFO Notice”) to Subtenant (the “Right of First Offer”). “ROFO Space” means all of the area in the Building which is not part of the original Subleased Premises which is being leased to Subtenant pursuant to this Sublease. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire ROFO Space within seven (7) business days after Sublandlord delivers to Subtenant the ROFO Notice, TIME BEING OF THE ESSENCE with respect to Subtenant’s notice. If Subtenant fails or is unable to timely exercise its right hereunder with respect to the ROFO Space, then such right shall lapse, TIME BEING OF THE ESSENCE with respect to the exercise thereof, and Sublandlord may lease all or a portion of the ROFO Space to third parties on such terms as Sublandlord may elect (subject to Section 31, below). However, notwithstanding the terms of the preceding sentence, if the economic terms change by 10% or more, the size of the ROFO Space stated in the ROFO Notice changes by 10% or more, or there are material changes in the non-economic terms, then Sublandlord covenants and agrees to again offer such ROFO Space to Subtenant with the revised terms. Additionally, if Sublandlord has not leased any such ROFO Space within six (6) months following the date of the ROFO Notice, then such ROFO Space shall again be subject to Subtenant’s Right of First Offer. Except as otherwise set forth in this Section 30 to the contrary, Subtenant’s lease of the entire Building shall be on all of the terms and conditions of this Article 19 and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes available Sublease. The ROFO Space is deemed to contain 56,158 rentable square feet for lease (other than the initial lease purposes of such space to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”), Landlord shall provide written notice of such availability (the “Landlord’s Offer Notice”) to Tenant and Tenant shall have an ongoing right of first offer (“ROFO”) to add such space (the “ROFO Space”) to the Premises on the then-existing terms of this Lease, except as otherwise provided in this Article. Landlord’s ROFO Notice shall set forth the approximate size, approximate configuration and approximate location (but including the specific floors) of the ROFO Space, Landlord’s quotation of a proposed calculating Sublease Base Rent, tenant improvement allowance, and free rent, if any, for the ROFO Space, and the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for such ROFO Space. The term for but the ROFO Space shall be coterminous with will also include the Term for remaining portions of the Premises (including the Extension Option Building currently leased by Sublandlord pursuant to Article 17), provided, however, if as the terms of the date Prime Lease. Accordingly, upon exercising the Right of either Landlord’s First Offer Notice or the Anticipated Inclusion Date there is or will be less than five (5) full years remaining in the then Term of this Lease, then (1) Tenant shall have no right to lease the ROFO Space unless Tenant simultaneously with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17the terms hereof, Subtenant will lease from Sublandlord, and (2) if the time period for Tenant Sublandlord will lease to exercise the Extension Option has expired without exercise by Tenant, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such space. As used in this ArticleSubtenant, the term “available for lease” shall mean office space in the Building which is anticipated to, or becomes, vacant and is not an Exempt TransactionBuilding.

Grant of Right of First Offer. Subject At Closing, Seller agrees to the terms and conditions of this Article 19 and the Exempt Transactions, following December 31, 2017, if any space in the Building becomes available for lease (other than the initial lease of such space grant to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”), Landlord shall provide written notice of such availability (the “Landlord’s Offer Notice”) to Tenant and Tenant shall have an ongoing Purchaser a right of first offer (“ROFO”the "Offer Right"), to purchase the Additional North Triangle Land (as hereafter described) owned by Seller on the following terms and conditions. As used herein "Additional North Triangle Land" shall mean a parcel of land currently used by Seller as a sports field and for special events and which is located northeast of the Triangle Land with frontage on North Western Avenue in Oklahoma City, Oklahoma County, Oklahoma, the southern border of which abuts the northern boundary of that certain private drive commonly known as "Chesapeake Drive" which is located PURCHASE AND SALE AGREEMENT 44 at the traffic signal on North Western Avenue and which is generally depicted on the Site Plan as crosshatched. If after the Closing Date, Seller decides to add offer the Additional North Triangle Land for purchase to one or more third parties, Seller shall first offer Purchaser the right to purchase the Additional North Triangle Land by delivering to Purchaser written notice of such space decision (the “"ROFO Space”) Notice"), which shall include the proposed purchase price and other material terms of the proposed sale, including but not limited to reasonable architectural controls and approval rights of Seller as to any proposed improvements to be constructed on any part of the Premises Additional North Triangle Land so as to be generally harmonious and consistent with the other improvements on the thenTriangle Land (the "ROFO Terms"). Purchaser shall have a 45-existing terms of this Lease, except as otherwise provided in this Article. Landlord’s ROFO Notice shall set forth day period from the approximate size, approximate configuration and approximate location (but including the specific floors) delivery of the ROFO SpaceNotice (the "ROFO Exercise Period") within which to accept or reject the ROFO Terms by written notice to Seller. If Purchaser does not deliver written notice to Seller by the end of the ROFO Exercise Period, Landlord’s quotation of a proposed Base Rent, tenant improvement allowancethen Purchaser shall be deemed to have elected not to accept the ROFO Terms, and free rent, if any, for Seller may thereafter offer to sell the Additional North Triangle Land to a third party on terms materially consistent with the ROFO SpaceTerms, and for a purchase price of not less than 95% of the date estimated by Landlord as proposed purchase price in the anticipated commencement date ROFO Terms. If Seller does not complete a closing with any such third party within nine (9) months after the end of the ROFO Exercise Period, the Offer Right shall be reinstated for any subsequent sale. At Closing, the parties will enter into a side letter agreement which shall memorialize the terms of the Offer Right set forth above (the “Anticipated Inclusion Date”) for such "ROFO Space. The term for Side Letter"); provided, in no event shall the ROFO Space shall Side Letter or any memorandum or short form thereof be coterminous with recorded in the Term for the Premises (including the Extension Option pursuant to Article 17), provided, however, if as offices of the date County Clerk of either Landlord’s Offer Notice or the Anticipated Inclusion Date there is or will be less than five (5) full years remaining in the then Term of this Lease, then (1) Tenant shall have no right to lease the ROFO Space unless Tenant simultaneously with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17, and (2) if the time period for Tenant to exercise the Extension Option has expired without exercise by Tenant, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such space. As used in this Article, the term “available for lease” shall mean office space in the Building which is anticipated to, or becomes, vacant and is not an Exempt TransactionOklahoma County.