Common use of Limited Right of First Refusal Clause in Contracts

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx receives written notice from Landlord of the Offer. If Tenant elects not to exercise Xxxxxx’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. The Parties acknowledge and agree that Section 34 of the Lease is hereby deleted in its entirety and is of no further force and effect. From and after the Effective Date the obligations of the Parties with respect to Tenant’s right of first refusal shall be controlled by this Section of this Amendment. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American TowerCompetitor. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease Lease, as modified by this Amendment, to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise XxxxxxTenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise XxxxxxTenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything In the event that RENOVI! raises capital of over $10 million from HMLA or investors introduced by HMLA (“HMLA Investors”), RENOVI! shall grant HMLA Investors a one-time Right of First Refusal on any additional investment of $5 million or less not to be unreasonably withheld past seven business days of the Company receiving a binding financing offer from a third-party not introduced by HMLA. This Agreement (including the attached Appendices) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the contrary contained subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, which will remain in full force and effect. No waiver, amendment or other modification of this Agreement shall be effective unless in writing and signed by each party to be bound thereby. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that state. This Agreement sets forth the entire agreement with respect to the engagement of HMLA by the Company, including the fees payable as a result of such engagement. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to HMLA the duplicate copy of this Agreement. By: /s/ Dxxxx Xxxxx, Ph.D. Dxxxx Xxxxx, Ph.D. Chief Executive Officer RENOVI RECOVERY SRL By: /s/ Vxxxxx Xxxxxx Vxxxxx Xxxxxx Chief Executive Officer Himalaya Technologies, Inc. 100 Xxxxxxxxxx Xxxx #0, Xxxx, XX 00000 / wxx.xxxxxxxxxxxxxxxxxxxx.xxx EXHIBIT A - MUTUAL INDEMNIFICATION This Exhibit A is a part of and is incorporated into that certain letter agreement of date March 7, 2024 (the “Agreement”), by and between Himalaya Technologies, Inc., a Nevada Corporation (“HMLA” or the “Consultant”), and RENOVI RECOVERY SRL, a real estate development company located in the Dominican Republic (“RENOVI!” or the “Company”), collectively the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the Agreement. The Parties agree that the following indemnifications apply mutually to the Parties. Each party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party (the “Indemnified Party”) and its directors, officers, agents, employees and affiliates (each an “Indemnified Person”) from and against any third-party losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, this paragraph the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any third-party claim, action, proceeding or investigation whether or not any Indemnified Person is a party thereto (collectively, the “Actions”), resulting from the Indemnifying Party’s actions or inactions or breach of any representation, warranty, or obligation under the Agreement; provided, however, that, the Indemnifying Party shall not apply be responsible for any Liabilities or Expenses of any Indemnified Person that have resulted primarily from such Indemnified Person’s (x) gross negligence, bad faith or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of any fee simple offering materials or information concerning the Company in connection with the offer or sale of the Parent Parcel Securities in the Transaction which were not authorized for such use by the Company and which use constitutes negligence, bad faith or willful misconduct. The Indemnifying Party also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s rights under the Agreement, which includes this Exhibit A. Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under the Agreement, such Indemnified Person shall promptly notify the Indemnifying Party in writing; provided that failure by any Indemnified Person so to notify the Indemnifying Party shall not relieve Indemnifying Party from Landlord any liability which the Indemnifying Party may have on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Indemnifying Party shall have been prejudiced by such failure. The Indemnifying Party may assume the defense of any prospective purchaser that is not a Third Party Competitor (as herein defined) or such Action including the employment of counsel reasonably satisfactory to American Towerthe Indemnified Party, which counsel may also be counsel to the Indemnifying Party. If Landlord receives an offer or desires Any Indemnified Person shall have the right to offer toemploy separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part Indemnifying Party has failed promptly to any person or entity directly or indirectly engaged in assume the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) defense and employ counsel or (ii) assign all or the named parties to any portion of Landlord’s interest such Action (including any impeded parties) include such Indemnified Person and the Indemnifying Party, and such Indemnified Person shall have been advised in the Lease reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Indemnifying Party from representing both the Indemnifying Party (or another client of such counsel) and any Indemnified Person; provided that the Indemnifying Party shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions, in addition to a Third any local counsel. The Indemnifying Party Competitor shall not be liable for any settlement of any Action effected without its written consent (any such offerwhich shall not be unreasonably withheld). In addition, the “Offer”Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), Tenant settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification or contribution may be sought hereunder. The indemnification required hereby shall have be made by periodic payments of the right amount thereof during the course of first refusal the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. 100 Xxxxxxxxxx Xxxx #0, Xxxx, XX 00000 / wxx.xxxxxxxxxxxxxxxxxxxx.xxx In the event that the foregoing indemnity is unavailable to purchase an Indemnified Person, the real property Indemnifying Party shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits to the Indemnifying Party, on the one hand, and to the Indemnified Party and any other interest being offered Indemnified Person, on the other hand, of the matters contemplated by Landlord the Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party and any other Indemnified Person, on the other hand, in connection with the Offer on matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations. To the same terms and conditions. If Tenant electsextent permitted by law, in its sole no event shall the Indemnifying Party contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx receives written notice from Landlord Expenses in excess of the Offer. If Tenant elects not to exercise Xxxxxx’s right amount of first refusal with respect to an Offer as provided herein, Landlord may complete fee actually received by the transaction contemplated in the Offer with the Third Indemnifying Party Competitor on the stated terms and price but with the express condition that such sale is made subject pursuant to the terms Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the LeaseSecurities Act of 1933, as modified by this Amendmentamended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation. Landlord hereby acknowledges and The Indemnifying Party also agrees that no Indemnified Person shall have any sale liability (whether direct or conveyance indirect, in contract or tort or otherwise) to the Indemnifying Party for or in connection with advice or services rendered or to be rendered by Landlord any Indemnified Person pursuant to the Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in violation connection with any such advice, services or transactions except for Liabilities (and related Expenses) of this Section is the Indemnifying Party that have resulted primarily from such Indemnified Person’s gross negligence, bad faith or willful misconduct in connection with any such advice, actions, inactions or services. The reimbursement, indemnity and contribution obligations of the Indemnifying Party set forth herein shall apply to any modification of the Agreement and shall be deemed to be null and void and of no remain in full force and effecteffect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with, the Agreement. The terms100 Xxxxxxxxxx Xxxx #0, provisionsXxxx, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubtXX 00000 / wxx.xxxxxxxxxxxxxxxxxxxx.xxx EXHIBIT B – FINANCING AND M&A CANDIDATES Grupo Humano 100 Xxxxxxxxxx Xxxx #0, American TowerXxxx, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.XX 00000 / wxx.xxxxxxxxxxxxxxxxxxxx.xxx

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right right, exercisable in Xxxxxx’s sole and absolute discretion, of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx receives written notice from Landlord of the Offer. If Tenant elects not to exercise Xxxxxx’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. The Parties acknowledge and agree that Section 34 of the Lease is hereby deleted in its entirety and is of no further force and effect. From and after the Effective Date the obligations of the Parties with respect to Xxxxxx’s right of first refusal shall be controlled by this Section of this Amendment. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American TowerCompetitor. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease Lease, as modified by this Amendment, to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx receives written notice from Landlord of the Offer. If Tenant elects not to exercise Xxxxxx’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right right, exercisable in Tenant’s sole and absolute discretion, of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise XxxxxxTenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower). If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise XxxxxxTenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. The Parties acknowledge and agree that Section 22 of the Original Lease and Section 6 of the First Amendment are hereby deleted in their entirety and are of no further force and effect. From and after the Effective Date the obligations of the Parties with respect to Tenant’s right of first refusal shall be controlled by this Section of this Amendment. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American TowerCompetitor. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise XxxxxxTenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American TowerCompetitor. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease Lease, as modified by this Amendment, to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx receives written notice from Landlord of the Offer. If Tenant elects not to exercise Xxxxxx’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.