Common use of Preferential Right Clause in Contracts

Preferential Right. Notwithstanding the provisions of Paragraph 20. above, Buyer shall have the right to Transfer all, but not less than all, of its right, title and interest in any Lease of which Buyer has earned a Secondary Term Assignment, but no such Transfer may be made unless and until Buyer shall have given Seller written notice of the offer received by Buyer therefor, with full information concerning the proposed sale, which shall include the name and address of the prospective purchaser (who must be ready, willing, and able to purchase), the purchase price, and all other terms on which the Transfer is to be made. Seller shall have a period of fifteen (15) days from receipt of such notice in which to elect to purchase Buyer's interest for the stated consideration and on the same terms and conditions; provided, however, Seller shall have no such preferential right to purchase in the case of a Transfer to an Affiliate or in the case of any sale, assignment or other transfer of the stock of Buyer Members by a shareholder; provided, further, that any change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, shall be considered a Transfer subject to Seller's option to exercise its preferential right under the provisions of this Paragraph 21 with respect such Lease. In the event of any Transfer for consideration other than cash or other consideration with quantifiable value (e.g. marketable securities or debt), or in the event of a change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, Seller's option to exercise its preferential right shall be based upon a price equal to the value allocated in good faith to the Property to be Transferred, or if no such allocation was made in the transaction giving rise to the Transfer, the preferential right shall be based upon the applicable price per net mineral acre set forth in Paragraph 7.A. of this Agreement. For the purposes of this Paragraph 21, a "change of control" of Buyer, or of an Affiliate transferee or other transferee of Buyer, shall mean a transaction or series of related transactions within a six-month period which result in the security holders of such entity immediately prior to such transaction or series or related transaction no longer holding, directly or indirectly, more than 50% of the voting securities of the entity immediately following such transaction or series of related transactions.

Preferential Right. Notwithstanding the provisions of Paragraph 2019. above, Buyer shall have the right to Transfer all, but not less than all, of its right, title and interest in any Lease of which Buyer has earned a Secondary Term Assignment, but no such Transfer may be made unless and until Buyer shall have given Seller written notice of the offer received by Buyer therefor, with full information concerning the proposed sale, which shall include the name and address of the prospective purchaser (who must be ready, willing, and able to purchase), the purchase price, and all other terms on which the Transfer is to be made. Seller shall have a period of fifteen (15) days from receipt of such notice in which to elect to purchase Buyer's interest for the stated consideration and on the same terms and conditions; provided, however, Seller shall have no such preferential right to purchase in the case of a Transfer to an Affiliate or in the case of any sale, assignment or other transfer of the stock of Buyer Members by a shareholder; provided, further, that any change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, shall be considered a Transfer subject to Seller's option to exercise its preferential right under the provisions of this Paragraph 21 20 with respect such Lease. In the event of any Transfer for consideration other than cash or other consideration with quantifiable value (e.g. marketable securities or debt), or in the event of a change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, Seller's option to exercise its preferential right shall be based upon a price equal to the value allocated in good faith to the Property to be Transferred, or if no such allocation was made in the transaction giving rise to the Transfer, the preferential right shall be based upon the applicable price per net mineral acre set forth in Paragraph 7.A. 7.B. of this Agreement. For the purposes of this Paragraph 2120, a "change of control" of Buyer, or of an Affiliate transferee or other transferee of Buyer, shall mean a transaction or series of related transactions within a six-month period which result in the security holders of such entity immediately prior to such transaction or series or related transaction no longer holding, directly or indirectly, more than 50% of the voting securities of the entity immediately following such transaction or series of related transactions.

Preferential Right. Notwithstanding (a) Subject to Rights of Existing Tenants (hereinafter defined) in and to the Offered Space (hereinafter defined) and the terms and conditions hereinafter set forth, Tenant shall have an on-going preferential right to lease such Offered Space (the “Preferential Right”), provided (i) at the time that Landlord would otherwise be required to provide an Offer Notice (hereinafter defined), no Default exists and Landlord has not provided written notice to Tenant regarding any non-payment of money required to be paid by Tenant hereunder which, if not paid by Tenant within the applicable cure period, will constitute a Default under the Lease; (ii) Tenant has not assigned its interest in the Lease or sublet more than thirty-five percent (35%) of the Rentable Area of the Premises (other than an Affiliate Transferee); and (iii) as of the Offer Space Commencement Date (hereinafter defined) there will be no less than three (3) years remaining on the Lease Term. Provided Tenant is entitled to exercise the Preferential Right hereunder, if Landlord submits to or receives from any third party (a “Proposed Tenant”) a Qualified Proposal (hereinafter defined) to lease of all or any portion of the remaining portion of Suite 310 comprising approximately 11,180 square feet of Rentable Area depicted on Exhibit A-2 (the “Preferential Space”; and the portion so offered in any instance, the “Offered Space”), then Landlord shall then offer to Tenant the right to lease such Offered Space upon the Offered Terms (hereinafter defined). The Preferential Space shall automatically be deemed to exclude any Expansion Space that Tenant has leased pursuant to the Expansion Option described in Section 3, below. E–2 (b) Landlord’s offer shall be made by Landlord to Tenant in a written notice (the “Offer Notice”) designating the Offered Space and specifying the economic terms applicable thereto, which shall be the Offered Terms. In no event shall Landlord be required to send an Offer Notice to Tenant if, as of the Offer Space Commencement Date, there will be less than three (3) years remaining on the initial Lease Term (and not, for the avoidance of doubt, during the Extension Period). Tenant may accept the offer on the Offered Terms by delivering to Landlord an unconditional and irrevocable written notice of acceptance (“Tenant’s Notice”) of such Offered Terms within ten (10) days after Landlord delivers the Offer Notice to Tenant. Time is of the essence with respect to the giving of Tenant’s Notice. Tenant must accept all of the Offered Space offered by Landlord if Tenant desires to accept any of such Offered Space, and may not exercise its right with respect to only a portion of such space. If Tenant does not accept (or fails to timely accept) an offer made by Landlord pursuant to the provisions of Paragraph 20. abovethis section, Buyer Landlord shall have the right to Transfer all, but not less than all, of its right, title and interest in any Lease of which Buyer has earned execute a Secondary Term Assignment, but no such Transfer may be made unless and until Buyer shall have given Seller written notice of the offer received by Buyer therefor, with full information concerning the proposed sale, which shall include the name and address of the prospective purchaser (who must be ready, willing, and able to purchase), the purchase price, and all other terms on which the Transfer is to be made. Seller shall have a period of fifteen (15) days from receipt of such notice in which to elect to purchase Buyer's interest lease for the stated consideration and on Offered Space to any party that Landlord desires in its sole discretion at any time during the same terms and conditionsone hundred eighty (180) day period following the date that Tenant rejects (or fails to timely accept) Landlord’s offer; provided, however, Seller shall have no such preferential right that if Landlord wishes to purchase lease the Offered Space to a third party with an effective rental rate (taking into account all economic inducements and concessions) which is more favorable to the tenant than that set forth in the case Qualified Proposal on which the Offered Terms were based, then Landlord agrees to first re-offer the Offered Space to Tenant in accordance with this Section 2. (c) In the event Tenant should timely exercise the Preferential Right, the following shall apply: (i) the Offered Space shall be deemed a part of a Transfer the Premises and shall be taken by Tenant as of the same date that such Offered Space was to an Affiliate or be taken by the third party pursuant to the terms of the Offer Notice (the “Offered Space Commencement Date”); (ii) as of the Offered Space Commencement Date, the Offered Terms shall apply with respect to Tenant’s lease of the Offered Space (and, if applicable, Tenant’s Percentage Share shall increase based on the Rentable Area of the Offered Space in accordance with the formula set forth in the case of any saleLease); and (iii) each party shall execute and deliver to the other party a mutually-acceptable amendment modifying the Lease, assignment or which amendment shall set forth the Base Rental, the square footage comprising the Premises, and Tenant’s Proportionate Share, all as appropriately adjusted, and the other transfer of economic terms and provisions to be in effect during the stock of Buyer Members by a shareholderLease Term without material modifications to the other Lease provisions; provided, furtherhowever, that failure to execute such an amendment shall not affect the parties’ rights and obligations hereunder. (d) As used herein, the term “Qualified Proposal” means a letter of intent or written offer to lease stipulating the economic terms for the leasing of the Offered Space which terms are acceptable to Landlord, in Landlord’s sole discretion, including the duration of the term thereof. The term “Qualified Proposal” shall not include any change of control of Buyer during the time Buyer holds such Lease offer which Landlord is required to provide another tenant pursuant to a Secondary Term Assignment made hereunder, or Rights of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, shall be considered a Transfer subject to Seller's option to exercise its preferential right under the provisions of this Paragraph 21 with respect such Lease. In the event of any Transfer for consideration other than cash or other consideration with quantifiable value (e.g. marketable securities or debt), or in the event of a change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, Seller's option to exercise its preferential right shall be based upon a price equal to the value allocated in good faith to the Property to be Transferred, or if no such allocation was made in the transaction giving rise to the Transfer, the preferential right shall be based upon the applicable price per net mineral acre set forth in Paragraph 7.A. of this Agreement. For the purposes of this Paragraph 21, a "change of control" of Buyer, or of an Affiliate transferee or other transferee of Buyer, shall mean a transaction or series of related transactions within a six-month period which result in the security holders of such entity immediately prior to such transaction or series or related transaction no longer holding, directly or indirectly, more than 50% of the voting securities of the entity immediately following such transaction or series of related transactionsExisting Tenants.

Preferential Right. Notwithstanding Provided that no Event of Default by Tenant has occurred and is continuing under the provisions of Paragraph 20. aboveLease, Buyer Tenant, at all times during the Lease Term and any renewal thereof (except as provided below), shall have the right to Transfer alllease any space that Landlord makes available in the Building on a direct lease basis (by virtue of a current tenant moving out, but terminating its lease or space that has not less than all, of its right, title been previously leased or committed and interest in any Lease of which Buyer that Landlord has earned chosen to make available for tenant leasing) (the "Preferential Right") on the following terms and conditions. (1) Tenant may from time to time deliver to Landlord a Secondary Term Assignment, but no such Transfer may be made unless and until Buyer shall have given Seller written notice of request to lease particular space within the offer received by Buyer therefor, with full information concerning the proposed sale, which shall include the name and address of the prospective purchaser Building (who must be ready, willinga "Tenant Inquiry"), and able to purchase)if Landlord has made said space available for lease and is not then negotiating with another potential tenant for said space, then Landlord will advise Tenant in writing of same and will include in such notice the purchase pricesubject floor, date that it will be available for occupancy, rentable square footage, demising lines, existing floor plan (if built-out) and all other terms on which relevant physical information along with the Transfer is Landlord's determination of Market Rental Rate (as defined in the Renewal Option attached to be madethe Lease as Exhibit "H") (a "Lease Proposal"). Seller Tenant shall have ten (10) business days after Landlord's submission to Tenant of a period Lease Proposal to advise Landlord in writing of fifteen its desire to lease any such space, and if Tenant expresses a desire to lease such space then Tenant will work with Landlord on a good faith basis to promptly execute an amendment to the Lease adding any such space, on the terms proposed by Landlord (15subject to the provisions of paragraph (2) below), within then (10) business days from receipt of Tenant submitting such notice in which notice. (2) All space that may be leased by Tenant pursuant to elect to purchase Buyer's interest the Preferential Right will be leased for the stated consideration remaining Lease Term and on the same terms and conditions; providedconditions as the Lease, howeverexcept that: (a) Base Rental and any concessions, Seller shall have no such preferential right to purchase in the case of a Transfer to an Affiliate or in the case of any sale, assignment allowances or other transfer costs to be paid by Landlord for the additional space shall be at the then prevailing Market Rental Rate for the remaining Lease Term (with due consideration given to the current built-out state, if any, of the stock additional space and the length of Buyer Members by a shareholder; providedthe remaining Lease Term), furtherunless Tenant exercises such option within the initial twelve (12) months of the Lease Term, that in which case Base Rental and any change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunderconcessions, or of an Affiliate transferee allowances or other transferee of Buyer following costs to be paid by Landlord for the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, additional space shall be considered a Transfer subject to Seller's option to exercise its preferential right under the provisions of this Paragraph 21 with respect such Lease. In the event of any Transfer for consideration other than cash or other consideration with quantifiable value (e.g. marketable securities or debt), or in the event of a change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, Seller's option to exercise its preferential right shall be based upon a price equal to the value allocated in good faith to the Property to be Transferred, or if no such allocation was made in the transaction giving rise to the Transfer, the preferential right shall be based upon the applicable price per net mineral acre same terms and conditions as set forth in Paragraph 7.A. of this Agreementthe Lease. For Notwithstanding the purposes of this Paragraph 21foregoing, a if such space has been previously built-out, then such space will be provided on an "change of controlAS IS" of Buyerbasis in vacuumed, or of an Affiliate transferee or other transferee of Buyerbroom-cleaned condition, shall mean a transaction or series of related transactions within a six-month period which result in the security holders of such entity immediately prior to such transaction or series or related transaction no longer holding, directly or indirectly, more than 50% with all of the voting securities prior tenant's personal property removed therefrom, and with no further finish-out obligations on the part of Landlord except for any leasehold improvements that may be needed per the Market Rental Rate definition submitted by Landlord as part of the entity immediately following such transaction or series of related transactionsLease Proposal to clean and refurbish said space (i.e., recarpeting, repainting, etc.).

Preferential Right. Notwithstanding In the provisions event that any Shareholder (the "Selling Party") receives a bid from a third party or from any of Paragraph 20the other Parties to sell, assign or convey, or in some manner to make available a portion or all of its Shares, the Selling Party shall notify the Chairman of the Company's Board of Directors in writing ("Notice"). aboveIn turn, Buyer said Chairman, within a term of 2 (two) Working Days shall inform the remaining Parties (the "Remaining Party" or "Remaining Parties," depending on the case in question) of all the terms and conditions of the bid in writing, including the nature of the bidder, the amount of Shares involved (hereinafter referred to as the "Shareholding Offered"), the price offered by the bidder and the intention of the Selling Party to accept the bid proposal (hereinafter referred to as "the Bid"). The Remaining Parties shall have Preferential Rights to purchase the Shareholding Offered under the terms and conditions of the Bid, while the exercise of the Preferential Right shall be subject to the procedures described as follows: 4.1.1. Within a term of 30 (thirty) days, to be counted from the date on which the Notice is received by the Remaining Parties, each of them must notify the Chairman of the Company's Board of Directors in writing (hereinafter "the Notification") and must send a copy to the Selling Party, indicating whether it wishes to: (a) Exercise its Preferential Rights to purchase the amount of the Shareholding Offered proportional to the voting capital which it possesses in the Company, with the exclusion of the shareholding of the Selling Party; (b) Purchase, in the event that one or more of the Remaining Parties surrenders the Preferential Right in question, the totality of the Shareholding Offered which remains, in the amount proportional to its shareholding in the capital of the Company; (c) Surrender its Preferential Right, in which case: (i) the lack of such Notification within the foreseen term shall be regarded as a waiving of the Preferential Right; and (ii) the Preferential Right may not be assigned to any third party or other Parties by any title, in accordance with Clause 4.2 below. 4.1.2. Once the aforementioned term has lapsed, the Chairman of the Board of Directors shall inform the Selling Party, within 2 (two) Working Days, of the result of the Bid. In the event that the Remaining Parties have expressed interest in purchasing all of the Shareholding Offered, the legal act shall be deemed executed and complete under the same terms and conditions as in the Bid, and all which shall remain pending is its financial settlement, which must occur within the term provided for in the Bid. Any exercise of the Preferential Right in relation with only a portion of the Shareholding Offered shall be disregarded. 4.1.3. If the legal act resulting from the Bid to the Remaining Parties does not come about, the Selling Party may alienate all of the Shareholding Offered, provided that it does so within a term of 60 (sixty) days to be counted from the date of the end of the term provided for in Clause 4.1.2 or 4.1.3, depending on the case in question, and the third party which acquires the shareholding shall adhere to this Agreement, in an irrevocable, irreversible manner, and simultaneously to the conveyance of the Shareholding Offered, bearing in mind that XXXX shall have the right to Transfer all, but not less than all, veto any conveyance of its right, title and interest in any Lease of Company Shares to companies which Buyer has earned a Secondary Term Assignment, but no such Transfer may be made unless and until Buyer shall have given Seller written notice of the offer received by Buyer therefor, with full information concerning the proposed sale, which shall include the name and address of the prospective purchaser (who must be ready, willing, and able to purchase), the purchase price, and all other terms on which the Transfer is to be made. Seller shall have a period of fifteen (15) days from receipt of such notice in which to elect to purchase Buyer's interest for the stated consideration and on the same terms and conditions; provided, however, Seller shall have no such preferential right to purchase in the case of a Transfer to an Affiliate or in the case of any sale, assignment or other transfer of the stock of Buyer Members by a shareholder; provided, further, that any change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, shall be considered a Transfer subject to Seller's option to exercise its preferential right under the provisions of this Paragraph 21 with respect such Leaserender telecommunications services. 4.1.4. In the event that a Shareholder intends to convey a portion or all of any Transfer for consideration other than cash or other consideration with quantifiable value (e.g. marketable securities or debt)its shares, or in said Shareholder shall have the event prerogative of a change of control of Buyer during offering the time Buyer holds such Lease pursuant shares involved to a Secondary Term Assignment made hereunderthird parties and to begin to negotiate their alienation, or of an Affiliate transferee or other transferee of Buyer following provided that the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, Seller's option to exercise its preferential right shall be based upon a price equal to the value allocated in good faith to the Property to be Transferred, or if no such allocation was made in the transaction giving rise to the Transfer, the preferential right shall be based upon the applicable price per net mineral acre set forth in Paragraph 7.A. of this Agreement. For the purposes of this Paragraph 21, a "change of control" of Buyer, or of an Affiliate transferee or other transferee of Buyer, shall mean a transaction or series of related transactions within a six-month period which result in the security holders of such entity immediately prior to such transaction or series or related transaction no longer holding, directly or indirectly, more than 50% aforementioned Shareholder carries out all of the voting securities procedures, mutatis mutandis, established in this clause, such that the Preferential Rights of the entity immediately following such transaction or series other Shareholders and the veto right of related transactionsXXXX against companies which render telecommunications services are duly preserved.

Preferential Right. Notwithstanding (a) Subject to Rights of Existing Tenants (hereinafter defined) in and to the Offered Space (hereinafter defined) and the terms and conditions hereinafter set forth, Tenant shall have an on-going preferential right to lease such Offered Space (the “Preferential Right”), provided (i) at the time that Landlord would otherwise be required to provide an Offer Notice (hereinafter defined), no Default exists and Landlord has not provided written notice to Tenant regarding any non-payment of money required to be paid by Tenant hereunder which, if not paid by Tenant within the applicable cure period, will constitute a Default under the Lease; (ii) Tenant has not assigned its interest in the Lease or sublet more than thirty-five percent (35%) of the Rentable Area of the Premises (other than an Affiliate Transferee); and (iii) as of the Offer Space Commencement Date (hereinafter defined) there will be no less than three (3) years remaining on the Lease Term. Provided Tenant is entitled to exercise the Preferential Right hereunder, if Landlord submits to or receives from any third party (a “Proposed Tenant”) a Qualified Proposal (hereinafter defined) to lease of all or any portion of the remaining portion of Suite 310 comprising approximately 11,180 square feet of Rentable Area depicted on Exhibit A-2 (the “Preferential Space”; and the portion so offered in any instance, the “Offered Space”), then Landlord shall then offer to Tenant the right to lease such Offered Space upon the Offered Terms (hereinafter defined). The Preferential Space shall automatically be deemed to exclude any Expansion Space that Tenant has leased pursuant to the Expansion Option described in Section 3, below. (b) Landlord’s offer shall be made by Landlord to Tenant in a written notice (the “Offer Notice”) designating the Offered Space and specifying the economic terms applicable thereto, which shall be the Offered Terms. In no event shall Landlord be required to send an Offer Notice to Tenant if, as of the Offer Space Commencement Date, there will be less than three (3) years remaining on the initial Lease Term (and not, for the avoidance of doubt, during the Extension Period). Tenant may accept the offer on the Offered Terms by delivering to Landlord an unconditional and irrevocable written notice of acceptance (“Tenant’s Notice”) of such Offered Terms within ten (10) days after Landlord delivers the Offer Notice to Tenant. Time is of the essence with respect to the giving of Tenant’s Notice. Tenant must accept all of the Offered Space offered by Landlord if Tenant desires to accept any of such Offered Space, and may not exercise its right with respect to only a portion of such space. If Tenant does not accept (or fails to timely accept) an offer made by Landlord pursuant to the provisions of Paragraph 20. abovethis section, Buyer Landlord shall have the right to Transfer all, but not less than all, of its right, title and interest in any Lease of which Buyer has earned execute a Secondary Term Assignment, but no such Transfer may be made unless and until Buyer shall have given Seller written notice of the offer received by Buyer therefor, with full information concerning the proposed sale, which shall include the name and address of the prospective purchaser (who must be ready, willing, and able to purchase), the purchase price, and all other terms on which the Transfer is to be made. Seller shall have a period of fifteen (15) days from receipt of such notice in which to elect to purchase Buyer's interest lease for the stated consideration and on Offered Space to any party that Landlord desires in its sole discretion at any time during the same terms and conditionsone hundred eighty (180) day period following the date that Tenant rejects (or fails to timely accept) Landlord’s offer; provided, however, Seller shall have no such preferential right that if Landlord wishes to purchase lease the Offered Space to a third party with an effective rental rate (taking into account all economic inducements and concessions) which is more favorable to the tenant than that set forth in the case Qualified Proposal on which the Offered Terms were based, then Landlord agrees to first re-offer the Offered Space to Tenant in accordance with this Section 2. (c) In the event Tenant should timely exercise the Preferential Right, the following shall apply: (i) the Offered Space shall be deemed a part of a Transfer the Premises and shall be taken by Tenant as of the same date that such Offered Space was to an Affiliate or be taken by the third party pursuant to the terms of the Offer Notice (the “Offered Space Commencement Date”); (ii) as of the Offered Space Commencement Date, the Offered Terms shall apply with respect to Tenant’s lease of the Offered Space (and, if applicable, Tenant’s Percentage Share shall increase based on the Rentable Area of the Offered Space in accordance with the formula set forth in the case of any saleLease); and (iii) each party shall execute and deliver to the other party a mutually-acceptable amendment modifying the Lease, assignment or which amendment shall set forth the Base Rental, the square footage comprising the Premises, and Tenant’s Proportionate Share, all as appropriately adjusted, and the other transfer of economic terms and provisions to be in effect during the stock of Buyer Members by a shareholderLease Term without material modifications to the other Lease provisions; provided, furtherhowever, that failure to execute such an amendment shall not affect the parties’ rights and obligations hereunder. (d) As used herein, the term “Qualified Proposal” means a letter of intent or written offer to lease stipulating the economic terms for the leasing of the Offered Space which terms are acceptable to Landlord, in Landlord’s sole discretion, including the duration of the term thereof. The term “Qualified Proposal” shall not include any change of control of Buyer during the time Buyer holds such Lease offer which Landlord is required to provide another tenant pursuant to a Secondary Term Assignment made hereunder, or Rights of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, shall be considered a Transfer subject to Seller's option to exercise its preferential right under the provisions of this Paragraph 21 with respect such Lease. In the event of any Transfer for consideration other than cash or other consideration with quantifiable value (e.g. marketable securities or debt), or in the event of a change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, Seller's option to exercise its preferential right shall be based upon a price equal to the value allocated in good faith to the Property to be Transferred, or if no such allocation was made in the transaction giving rise to the Transfer, the preferential right shall be based upon the applicable price per net mineral acre set forth in Paragraph 7.A. of this Agreement. For the purposes of this Paragraph 21, a "change of control" of Buyer, or of an Affiliate transferee or other transferee of Buyer, shall mean a transaction or series of related transactions within a six-month period which result in the security holders of such entity immediately prior to such transaction or series or related transaction no longer holding, directly or indirectly, more than 50% of the voting securities of the entity immediately following such transaction or series of related transactionsExisting Tenants.

Preferential Right. Notwithstanding (a) During the provisions initial term of Paragraph 20. above, Buyer shall have the right to Transfer all, but not less than all, of its right, title and interest in any Lease of which Buyer has earned a Secondary Term Assignment, but no such Transfer may be made unless and until Buyer shall have given Seller written notice of the offer received by Buyer therefor, with full information concerning the proposed sale, which shall include the name and address of the prospective purchaser (who must be ready, willingthis Lease, and able to purchase), during the purchase priceRenewal Period as set forth in Section 9.01, and all other subject to the terms on which the Transfer is to be made. Seller and conditions set forth below, Tenant shall have a period continuing and recurring right of fifteen first opportunity (15the "Preferential Right") days from receipt to lease the remaining portion of such notice the fifteenth (15th) floor of the Building not then included in which the Leased Premises (the "Opportunity Space"), prior to elect the Opportunity Space being leased to purchase Buyer's interest for a third party, in an "as is" condition (except that, Landlord shall remove and dispose of any Existing Asbestos located in the stated consideration and Opportunity Space, other than the Existing Asbestos located on the perimeter columns of the Opportunity Space), on the same terms and conditionsprovisions then in effect under this Lease, except that (i) the annual Base Rental rate for the Opportunity Space shall be adjusted to reflect the Prevailing Rental Rate, (ii) Landlord shall not be required to provide (but may do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (iii) Tenant's parking charges for the additional parking spaces acquired with such Opportunity Space shall be adjusted to the prevailing market rate therefore as of the addition of such Opportunity Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges as of the addition of such Opportunity Space to the Leased Premises, and (iv) Tenant shall not have the right to assign the Preferential Right to any sublessee of the Leased Premises, nor may any such sublessee exercise the Preferential Right. (b) Landlord shall deliver written notice (the "Availability Notice") to Tenant when Landlord enters or intends to enter serious negotiations with a third party to lease all or any portion of the Opportunity Space (and Landlord's good faith determination of whether serious negotiations have (1) of this Lease. If Tenant fails to respond to Landlord's Availability Notice within such fifteen (15) day period, Tenant shall be deemed to have elected not to lease such Opportunity Space. If Tenant exercises the right to lease the Opportunity Space, said lease shall commence on the earliest to occur of (x) Tenant's occupancy of such space for the purpose of conducting business therefrom, (y) forty-five (45) days after Landlord's delivery of such space to Tenant, or (z) the date a third party would have commenced paying Rent (based upon the same Prevailing Rental Rate) thereon had Tenant not exercised its Preference Right with respect to such space. After Tenant validly exercises the Preferential Right, the parties shall negotiate in good faith an amendment to this Lease adding the Opportunity Space and confirming the leasing of such Opportunity Space to Tenant, but an otherwise valid exercise of the Preferential Right shall be fully effective, whether or not such amendment is executed. (c) If the Prevailing Rental Rate has not been determined as of the commencement of the lease for the Opportunity Space, Tenant shall pay, as Rent for the Opportunity Space, until the Prevailing Rental Rate is determined, the amount of Rent then in effect under this Lease on a per square foot of Net Rentable Area basis (including annual Base Rental and all other charges). If the Prevailing Rental Rate is determined to be greater than such amount, Tenant shall pay Landlord, within ten (10) days after such determination, the difference between the amount required by such determination of the Prevailing Rental Rate and the amount theretofore paid by Tenant for the Opportunity Space. If the Prevailing Rental Rate is determined to be less than such amount, Tenant shall receive a credit against the next installments of Rent due and payable hereunder in an amount equal to such overpayment. (d) The Preferential Right shall apply only with respect to the entire Opportunity Space offered by Landlord to Tenant, and may not be exercised with respect to only a portion thereof, unless only a portion shall first become the subject of Landlord's notice concerning negotiations with another party as described above. If Tenant shall fail to exercise such Preferential Right after notice by Landlord as provided herein, Landlord may lease the portion of the Opportunity Space described in the Availability Notice, on such terms and conditions as Landlord may determine in its sole and absolute discretion, except that in no event shall the effective rental rate (taking into consideration all amounts to be paid by Tenant to Landlord thereunder, such as annual Base Rental, Additional Rental and parking charges, together with all allowances and monetary concessions (such as tenant improvement allowance and free rent) to be provided by Landlord to Tenant) in such lease be less than ninety-five percent (95%) of the effective rental rate offered to Tenant in the Availability Notice, and the foregoing expansion right shall be of no further force or effect with respect to such portion of the Opportunity Space until such lease and any renewal or extension rights thereunder included in the applicable Availability Notice expire or are terminated. If Landlord does not enter into a lease of such space within six (6) months following the Availability Notice, Tenant's Preferential Rights shall apply again to such space, and Landlord shall be required to notify Tenant when Landlord enters or intends to enter serious negotiations with another party to lease such space as provided above. The Preferential Right shall be subject and subordinate to (y) the expansion, renewal or preferential rights existing as of the Effective Date granted to other tenants of the Building as described in EXHIBIT H attached hereto, or (z) any expansion or renewal rights granted to a third party in a lease of Opportunity Space that Tenant elected not to lease pursuant to this Section 11.01, provided that such rights were set forth in the applicable Availability Notice. Landlord does not guarantee that the Opportunity Space will be available on the availability date therefore described in such Availability Notice for any reason beyond Landlord's reasonable control; provided, however, Seller that if such space is not delivered to Tenant within three (3) months after the anticipated availability date stated in the Availability Notice, Tenant shall have no the right, at Tenant's sole option and as Tenant's sole and exclusive remedy, to either (i) terminate its lease of such preferential space by written notice to Landlord at any time thereafter until possession thereof is delivered to Tenant, or (ii) accept possession of such space at such time as Landlord is able to deliver same. If Tenant elects to accept possession of such space at such time as Landlord is able to deliver same, Landlord shall use reasonable efforts to find other space in the Building to lease to Tenant during such interim on an "as is" basis and at the Prevailing Rental Rate for comparable space on a month to month basis. Tenant's exercise of such Preferential Right shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. If this Lease or Tenant's right to purchase in the case of a Transfer to an Affiliate or in the case of any sale, assignment or other transfer possession of the stock Leased Premises shall terminate in any manner whatsoever before Tenant shall exercise the right herein provided, then immediately upon such termination, the right to lease the Opportunity Space herein granted shall simultaneously terminate and become null and void. (e) Notwithstanding anything else contained herein, Tenant shall not be entitled to exercise Tenant's Preferential Right during the last twenty-four (24) months of Buyer Members by a shareholder(i) the initial term of this Lease or (ii) the Renewal Period; provided, furtherhowever, that any change of control of Buyer during the time Buyer holds such Lease pursuant to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, Tenant shall be considered a Transfer subject to Seller's option entitled to exercise its preferential right Renewal Option prior to the date specified under the provisions of this Paragraph 21 with respect such Lease. In the event of any Transfer for consideration other than cash or other consideration with quantifiable value (e.g. marketable securities or debt)Section 9.01, or in the event of a change of control of Buyer during the time Buyer holds such Lease pursuant order to a Secondary Term Assignment made hereunder, or of an Affiliate transferee or other transferee of Buyer following the Transfer thereto of such Lease which is subject to a Secondary Term Assignment made hereunder, Seller's option allow Tenant to exercise its preferential right shall be based upon a price equal to the value allocated in good faith to the Property to be Transferred, or if no such allocation was made in the transaction giving rise to the Transfer, the preferential right shall be based upon the applicable price per net mineral acre set forth in Paragraph 7.A. of Tenant's Preferential Right under this Agreement. For the purposes of this Paragraph 21, a "change of control" of Buyer, or of an Affiliate transferee or other transferee of Buyer, shall mean a transaction or series of related transactions within a six-month period which result in the security holders of such entity immediately prior to such transaction or series or related transaction no longer holding, directly or indirectly, more than 50% of the voting securities of the entity immediately following such transaction or series of related transactionsSection 11.01(e).