Common use of Right of First Offer to Purchase Clause in Contracts

Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44.

Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires Prior to Lessor accepting any offer to sell all Premises or any portion part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining opportunity to the Premises, in a transaction intended to affect interests in purchase the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and part thereof offered for sale on the terms and conditions contained thereinset forth in the notice of offer. Within thirty Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (3015) days after from the Offering Notice is given to Tenant (herein called receipt of the “Option Period”), Tenant shall elect, by Lessor's notice to Landlordsell Premises or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to sell the Premises or portion thereof in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to either (i) purchase sell the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) Premises or (ii) refuse portion thereof to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement third party on terms different more favorable to the third party purchaser than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering above offer, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Terms Premises or portion thereof to the third party on the terms and conditions set forth in Section 44.01(b) (Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option PeriodPremises or portion thereof. Notwithstanding the foregoingabove, Lessee's Right of First Offer to Purchase herein shall be null and void if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of void any future purchase rights under this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 4443.

Right of First Offer to Purchase. 44.01. (a) If The Tenant shall have a one-time right of first offer to purchase the Leased Premises that if during the initial term Term of this leaseLease and any renewals, the Landlord desires wishes to sell all or any portion of the Leased Premises, whether in an asset transaction orit shall first, in substancebefore any such sale, as deliver a transfer of ownership interests, directly or indirectly, pertaining notice to this effect (the “Sale Notice”) to the Premises, in a transaction intended Tenant. The Sale Notice shall contain an offer to affect interests sell the Leased Premises to the Tenant on terms set out in the Premises as distinguished from all or substantially all of Landlord’s Sale Notice (such price and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein terms being called the “Offered PropertySale Terms”). The Sale Terms shall include the Landlord’s requested price, subject amount of deposit required, proposed closing date (which shall be between 60 and 120 days), whether the Landlord is prepared to the provisions accept a mortgage back in partial satisfaction of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price and the interest rate and the term of such mortgage to be assumed in part satisfaction the purchase price, and any other information reasonably necessary to permit the Tenant to prepare an offer to purchase the Leased Premises. Thereupon, the Tenant may, within the 15 day period after receipt of the Sale Notice (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), ) deliver an offer to purchase incorporating the Sale Terms. If before the end of the Option Period the Tenant shall elect, by notice fails to Landlord, elect to either (i) purchase accept the Offered Property on the terms offer contained in the Offering Notice (without any substantive change whatsoever) Sale Notice, or (ii) refuse the Tenant advises the Landlord in writing that it does not wish to purchase accept the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those offer contained in the Offering Sale Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give offer the Leased Premises for sale to a written notice third party and accept any purchase price and thereafter this right of first offer to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction purchase shall be deemed not null and void and the Landlord will be released from any further obligation to be a sale subject offer the Leased Premises to this Article 44the Tenant.

Right of First Offer to Purchase. 44.01. (a) If during In the initial term of this lease, event Landlord desires elects to sell all the Project or any portion of the PremisesOffice Building, whether in an asset transaction or, in substance, if the Office Building has been subdivided as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises separate tax parcel (in either case, herein called the “Offered ROFO Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution tenth (10th) Lease Year, Tenant has a right of first offer to purchase the ROFO Property under the terms and conditions set forth in the Landlord’s Notice (as that term is defined in this Article 58.1) (“Right of First Offer”). Tenant has a contract with a third-party purchaser for a sale Right of ownership interestsFirst Offer to purchase the ROFO Property in this Article only if: (a) the Lease is full force and effect at the time of the exercise of the option; and (b) there is no uncured Event of Default under this Lease at the time of the exercise; provided, however, Landlord shall have has the right to give a waive the non-default condition herein. The ROFO Property shall include all of the property described on Exhibit P attached hereto. The ROFO terminates on the last day of the tenth (10th) Lease Year. Within twenty-one (21) days of receipt of Landlord’s notice to Tenant of Landlord’s intention to sell the ROFO Property, which notice will include the proposed purchase price and all other material terms for the sale of the ROFO Property (“Landlord’s Notice”), Tenant must provide Landlord with written notice of its desire to purchase the ROFO Property (“ROFO Notice”) on the terms and conditions set forth in Landlord’s Notice. If Tenant does not provide said notice to Landlord within the twenty-one (21) day period, Tenant’s Right of First Offer under this Article 58.1 terminates and will be of no further force and effect (subject to the third to the last paragraph of this Article 58.1). Within forty-five (45) days of receipt of the ROFO Notice, the Landlord and Tenant must: (a) enter into a purchase agreement reasonably acceptable to both parties, which will include the terms and conditions contained in Landlord’s Notice (and those contingencies set forth in the next paragraph). The closing on the sale of the ROFO Property must occur within ninety (90) days after execution of the purchase agreement, but no more than one hundred twenty (120) days after Landlord’s Notice to Tenant, requesting that Tenant advise and (b) Tenant’s payment of $250,000 of Xxxxxxx Money. The Xxxxxxx Money will be credited toward the purchase price and will be refundable in the event of any default, breach or other failure to perform by Landlord as to whether Tenant believes that such a sale would constitute a sale of or in the Offered Property as contemplated by event any contingency stated in the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed purchase agreement is not to be a sale subject to this Article 44satisfied.

Right of First Offer to Purchase. 44.01. (a) If at any time during the initial term of this leaseLease Term, should Landlord desires to sell all or any portion of contemplate selling the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03Building, Landlord shall give be required to provide Tenant a with the first opportunity to purchase the Building ("Right of First Offer") by delivering written notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at pursuant to Paragraph 33 hereof ("Right of First Offer Notice"). Tenant shall exercise its Right of First Offer within five (5) business days of Tenant's receipt of the purchase price (the “Right of First Offer Price”) and on Notice, by declining such Offer or by accepting the terms and conditions contained thereinof the Offer, in writing. The failure of Tenant to provide Landlord with its written election within such five (5) business day period shall be deemed Tenant's election to decline the Offer. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of Tenant's receipt of the essence with respect to Tenant’s electionRight of First Offer Notice, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a shall negotiate the fair market sale price of the Building, and the terms and conditions of the purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property("Negotiation Period"), Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within such thirty (30) days following the expiration day period Tenant shall perform its due diligence inspections of the Option Building and Building parcel ("Due Diligence Period. Notwithstanding ") and shall close thereafter in accordance with the foregoing, if the parties are not able to agree upon a final form provisions of the Offer Contract within said purchase agreement but in no event later than ten (10) days after the end of the aforementioned thirty (30) day period, upon . The parties hereto agree to use their good faith best efforts to arrive at the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances fair market sales price and a mutually acceptable purchase agreement for the parties, at any time prior to Building. In the execution of a contract with a third-party purchaser for event that the parties hereto have not agreed upon a sale price and entered into a purchase agreement by the expiration of ownership intereststhe Negotiation Period, Landlord shall have the right deliver to give Tenant a written notice statement indicating the final sale price, terms and conditions upon which Landlord is willing to Tenant, requesting sell the Building ("First Offer Price") and thereafter Landlord may enter into negotiations with third parties for the sale of the Building. In the event that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute subsequently negotiates a sale of the Offered Property as contemplated by Building to a third party at a certain sale price (the first sentence of this Section 44.01(a"Third Party Price"), with certain terms and conditions (the "Third Party Terms"), and the Third Party Price is more than five percent (5%) less than the First Offer Price, Landlord shall be required to re-offer the Building to Tenant at the Third Party Price with the Third Party Terms. Tenant shall respond thereafter have five (5) business days to any such request notify Landlord in writing of its acceptance or rejection of the Third Party Price. Failure of Tenant to so notify Landlord within ten such five (105) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction business day period shall be deemed not to be a sale subject to this Article 44Tenant's rejection of the Third Party Price.

Right of First Offer to Purchase. 44.01. (a) If during During the initial term of this leaseLease, Landlord desires if Landlord, at any time, decides to sell all or any portion of the PremisesPremises that Tenant is then occupying, whether in an asset transaction separately or as part of a larger package of properties, or, in substance, as a transfer of ownership interests, directly decides to assign or indirectly, pertaining sublease the entire Ground Lease (related to the PremisesPremises that Tenant is then occupying) for the remainder of its term, in separately or as part of a transaction intended to affect interests in the Premises as distinguished from all or substantially all larger package of Landlord’s and its affiliates’ business interestsproperties (any of these, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the a “Offered PropertySale Transaction”), subject to the provisions of Section 44.03, Landlord shall give first deliver to Tenant a notice (herein called the “Offering Transfer Notice”) offering that describes the basic terms of the transaction that Landlord desires to sell undertake (the Offered Property to Tenant at “Proposed Transaction”), the purchase price that Landlord will accept in connection with the Proposed Transaction (the “Offer Desired Price”), and the material terms and conditions of the Proposed Transaction. Tenant shall have [***] days after receipt of a Transfer Notice to deliver a written notice (the “Acceptance Notice”) to Landlord, pursuant to which Acceptance Notice Tenant agrees to engage in the entire Proposed Transaction (and not merely for properties that are a part of this Lease) at the Desired Price and upon the terms and conditions set forth in the Transfer Notice. The Transfer Notice may contain, at Landlord’s option, the actual proposed purchase and sale agreement (“PSA”). If Tenant delivers to Landlord an Acceptance Notice within the [***] day period, then Landlord and Tenant shall use their good faith efforts during the [***] days following [***] to reach agreement on the terms of a Purchase and Sale Agreement with respect to the property described in the Transfer Notice on the terms and conditions contained thereinset forth in the Transfer Notice and on such other terms and conditions as are customary in the market at that time. Within thirty (30) days after the Offering Notice is given The form of PSA provided by Landlord to Tenant shall provide Tenant with not fewer than [***]. Tenant’s acquisition shall be subject to Tenant’s required corporate approval of the transaction, however, any such approvals shall be obtained and delivered to Landlord in writing not later than the Acceptance Notice. If Tenant fails to timely provide an Acceptance Notice, Landlord may sell the property described in the Transfer Notice to any other party so long as the price not less than ninety-five percent (herein called 95%) of the “Option Period”)Desired Price; provided, however, that if Landlord desires to sell such property for a purchase price less than ninety- five percent (95%) of the Desired Price, then Landlord shall deliver to Tenant an additional Transfer Notice (with the revised Desired Price) whereupon Tenant shall elect, by notice have the right and option to Landlord, to either (i) purchase the Offered Property property set forth in the Transfer Notice for the revised Desired Price, pursuant to the procedures set forth above. If Tenant fails to provide an Acceptance Notice within the applicable period and Landlord subsequently consummates the Proposed Transaction substantially on the terms contained in the Offering Transfer Notice and for a price not less than ninety-five percent (without any substantive change whatsoever95%) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Desired Price, Tenant’s electionrights hereunder shall automatically terminate. Notwithstanding anything in the foregoing to the contrary, at Landlord’s option, and any failure by in addition to all of Landlord’s remedies under the Lease, at law or in equity, the Right of First Offer to Purchase hereinabove granted to Tenant to notify Landlord of its election shall not be deemed to be an election properly exercised and shall terminate if any of the following events occur or any combination thereof occur: (i) Tenant is in default of the performance of any of the covenants, conditions or agreements to refusebe performed under the Lease beyond applicable notice and cure periods; and/or (ii) [***] (iii) Tenant has failed to exercise properly this Right of First Offer to Purchase in a timely manner in strict accordance with the provisions of this Section. Tenant’s Right of First Offer to Purchase is personal to Intuit Inc, and a waiver may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than Intuit Inc, and shall only be available to and exercisable by Intuit Inc [***]. Tenant hereby agrees that it will solely be responsible for any and all brokerage commissions and finder’s fees payable to Xxxxx Xxxx LaSalle or any broker representing Tenant in connection with the Right of First Offer to Purchase described herein, and Tenant’s rightexercise of the same, to purchase the Offered Property in response to such Offering Notice (but not a waiver of and Tenant shall indemnify, defend and hold Landlord free and harmless against any other rights that liability, claim, judgment, or damages with respect thereto, including attorneys’ fees and costs. Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted responsible for any and all brokerage commissions and finder’s fees payable to revoke any broker representing Landlord in connection with the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires Right of First Offer to purchase the Offered Propertydescribed herein, Tenant and Landlord shall enter into a purchase agreementindemnify, the form of which shall be negotiated in good faith by the parties defend and must include the terms set forth in the Offering Notice hold Tenant free and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Periodharmless against any liability, claim, judgment or damages with respect thereto including attorneys’ fees and costs. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract sales or other transfers may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior made to the execution following persons/entities without any such sale or transfer being a “Sale Transaction” as set forth above (such that the same does not trigger the Right of First Offer to Purchase): (i) testamentary or inter vivos transfers to any partner of Landlord, or to the issue of any ancestors of any deceased or living partner of Landlord; and/or (ii) to a trust or other entity whose life or term beneficiaries or owners consist of a contract with a third-party purchaser for a sale spouse, ancestor and/or issue of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale any ancestors of the Offered Property as contemplated by the first sentence any deceased or living partner of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44Landlord.

Right of First Offer to Purchase. 44.01. (a) If Regarding Section 36.13 of the Master Lease, granting to Sublessor a Right of First Offer to Purchase, the Parties acknowledge and agree that during the initial term Sublease Term, Sublessee shall succeed to and enjoy the exclusive right to exercise the Right of this leaseFirst Offer to Purchase, and, pursuant to its obligations under its SNDA, Master Landlord desires to sell all or any portion shall recognize Sublessee in lieu of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”)Sublessor with respect thereto, subject to to, and in accordance with, the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the applicable terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect Master Lease. Master Landlord has consented to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have foregoing pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option PeriodSNDA. Notwithstanding the foregoing, if to the parties are not able extent that the Right of First Offer to agree upon a final form Purchase is available for exercise and must be exercised (to avoid the lapse of such right) prior to expiration of the Sublease Term, Sublessee will consult and cooperate with Sublessor in the event Sublessee elects not to exercise the Right of First Offer Contract within said thirty (30to Purchase, including providing notice thereof to Master Landlord, so that Sublessor may have an opportunity to do so prior to lapse of same. Notwithstanding anything to the contrary, the foregoing right(s) day periodshall revert exclusively to Sublessor, Sublessee shall have no further right to exercise the same, and Master Landlord’s agreement with respect thereto shall terminate and expire, upon the request earlier to occur of either party(i) August 23, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution 2035 or (ii) Master Landlord’s receipt of a contract with Notice of Termination. Sublessor covenants and agrees not to deliver a third-party purchaser for a sale Notice of ownership interests, Termination to Master Landlord shall have prior to: (i) the right occurrence of an Event of Default by Sublessee (including the expiration of any applicable notice and/or cure periods provided herein) which entitles Sublessor to give a terminate this Sublease; (ii) Sublessee’s receipt of written notice of Sublessor’s election to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such terminate this Sublease; and (iii) the expiration of a sale would constitute a sale period of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after days following Sublessee’s receipt of such notice of election to terminate. Should Sublessor improperly send a Notice of Termination, the same shall constitute an immediate event of default under this Sublease (time being without the benefit of the essence with respect any notice or cure periods otherwise provided for in Section 16.2 above) and Sublessee shall have all rights and remedies available to such response)it hereunder, failing which the transaction shall be deemed not to be a sale subject to this Article 44at law or in equity, including, without limitation, injunctive relief.

Right of First Offer to Purchase. 44.01. Prior to Lessor accepting any offer to purchase the Premises (a) If during the initial term of this lease, Landlord desires to sell all or any portion of buildings under Lease), or prior to Lessor making any offer to sell the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord Lessor shall give Tenant Lessee written notice of such offer and shall include in such notice the price and terms of sale and a notice (herein called the “Offering Notice”) offering statement that Lessor is willing to sell the Offered Property to Tenant at the purchase that price (the “Offer Price”) and on those terms of sale. Lessee shall have the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”)option, Tenant shall elect, which may be exercised by written notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without Lessor at any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into time within thirty (30) days following from the expiration receipt of the Option PeriodLessor’s notice to agree to purchase at the price and on the terms of sale specified in the notice to Lessee, provided, however, that if such terms provided for an exchange of property as part of the purchase of the Premises, Lessee shall cooperate with Lessor provided Lessee assumes no liability and has no additional costs as a result of its cooperation with Lessor on exchange. If Lessee fails to exercise its option within the 30-day period, Lessor shall have 270 days thereafter to sell at the price and on the terms of sale specified in the notice to Lessee. If Lessor elects, within 270 days of Lessor’s notice, to sell the Premises to a third party on terms more favorable to the third party buyer than the terms set forth in Lessor’s notice, then Lessor must re-offer the Premises to Lessee on the same terms and conditions offered to the third party buyer (“Lessor’s Second Notice to Sell”). Lessee shall have five (5) business days from Lessee’s receipt of Lessor’s Second Notice to elect to buy the Premises. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises to the third party on the terms and conditions set forth in Lessor’s Second Notice to Sell or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor’s Second Notice for a period of 270 days after which Lessee’s Right of First Offer to Purchase shall again be in effect for the Premises. If Lessor does not sell the Premises during the period stated above, Lessor will re-offer the Premises to Lessee before offering the Premises to any other purchaser in the future on the above terms. Notwithstanding the foregoingabove, if Lessor will not be obligated to offer the parties are not able Premises to agree Lessee upon a final form of the Offer Contract within said thirty (30) day period, sale to Mission West Properties or its affiliates or upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interestsover 1,000,000 square feet of space owned or controlled by Lessor or Lessor’s affiliates and in the event of such sale, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence Section 41 of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction Lease shall be deemed not to be a sale subject to this Article 44null and void.

Right of First Offer to Purchase. 44.01Landlord hereby grants to Tenant a right of first offer to purchase the Property, in the event that Landlord elects to sell the same to an unaffiliated third party, on the terms set forth herein. If at any time during the Term of this Lease, Landlord elects to engage in such a sale of the Property to a third party, and if at such time (a) If during this Lease is in full force and effect, (b) Tenant is not in default, beyond any applicable notice and cure periods, in the initial term performance or observance of any of the terms and provisions of this leaseLease on the part of the Tenant to be performed or observed and (c) Landlord shall have no obligation to make any offer to Tenant hereunder if, at such time as an offer would otherwise be required to be made hereunder, there are 364 or fewer days remaining in the Term, as the same may have been extended at such time. Landlord shall offer to sell the Property to Tenant on such terms and conditions as are determined by Landlord in its sole discretion (a “Purchase Offer”). The foregoing covenant shall not prohibit Landlord from marketing the Property at the same time Tenant is considering a Purchase Offer from Landlord, provided that Landlord shall not enter a binding agreement to sell to a third party until Tenant rejects or is deemed to have rejected such Purchase Offer. If Tenant rejects the Purchase Offer by notice to Landlord or does not accept such Purchase Offer by written notice to Landlord within five (5) business days after the date the Purchase Offer Notice is delivered to Tenant, the Purchase Offer shall conclusively be deemed to have been rejected by Tenant; thereafter, Landlord desires shall be free to sell all the Property to other parties upon such terms and conditions as shall be satisfactory to Landlord in its sole discretion; provided, however, that (a) if the consideration in any contemplated sale to an unaffiliated third party is less than ninety percent (90%) of the total consideration for which the Sale Property was offered for sale to Tenant, Landlord must again present an Purchase Offer Notice to Tenant on such lower terms, and (b) if Landlord does not enter into a Purchase and Sale Agreement for the Sale Property with a third party within twelve (12) months of the date of the Purchaser Offer Notice, or, having timely entered into such a Purchase and Sale Agreement, Landlord does not consummate the sale to the third party within eighteen (18) months of the date of the Purchase Offer Notice, then Landlord must again present a Purchase Offer Notice to Tenant in accordance with the requirements of this Section 2.5 prior to any sale to a third party. Notwithstanding any provision hereof to the contrary, in no event shall Tenant’s rights hereunder apply to any transfer of the Property by Landlord to any party directly or indirectly controlling, controlled by, or under common control with Landlord, to any portfolio transaction involving the sale of properties which include the Property by Landlord or any portion party having a direct or indirect interest in Landlord (including the sale of the Premisesentire Upland Xxxxx Corporate Center), whether in to any financing transaction involving the sale and leaseback of the Property to a party directly or indirectly controlling, controlled by, or under common control with Landlord, to any transfer of the Property as part of an asset exchange transaction or, in substanceunder Section 1031 of the Internal Revenue Code of 1986, as amended, to any foreclosure sale of the Property or any deed in lieu thereof, or to any option to purchase, right of first refusal, right of first offer or similar agreement. If Tenant timely accepts a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject Purchase Offer pursuant to the provisions of Section 44.03hereof, Tenant and Landlord shall give Tenant use good faith efforts to negotiate with and execute and deliver to each other within 21 days following Tenant’s acceptance of the Purchase Offer, a notice (herein called the “Offering Notice”) offering Purchase and Sale Agreement drafted by Landlord to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on reflect the terms and conditions contained thereinset out in the Purchase Offer Notice (a “P&S). Within The P&S shall include (a) a thirty (30) days after day due diligence period during which Tenant may elect to terminate the Offering Notice is given P&S in its sole discretion (b) a right on the part of Tenant to inspect the physical condition of the Property, subject to commercially customary indemnity and insurance requirements, and (c) an obligation on the part of Landlord to deliver to Tenant (herein called Landlord’s then current title insurance policy, survey and environmental reports. The property shall be sold to Tenant under the P&S in its then “Option Period”)As Is,” “Where Is” condition, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except to the extent otherwise provided in the Purchase Offer. In the event that despite good faith efforts of both parties, Landlord and Tenant shall elect, by notice are unable to Landlord, to either (i) purchase the Offered Property reach agreement on the terms contained of the P&S and the same is not executed and delivered by both Landlord and Tenant within said 21 day period, Landlord shall be free to sell the Property to other parties upon such terms and conditions as shall be satisfactory to Landlord in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein providedits sole discretion. Time shall be is of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 provisions hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44.

Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion a. As additional consideration for Tenant’s improvement of the Premises, whether in the event Landlord shall elect to sell the Premises after the expiration or termination of this Lease Agreement, and for ten (10) years thereafter, Landlord shall first give written notice (the “Landlord Sale Notice”) to Tenant. Tenant shall have a period of thirty (30) days (the “Acceptance Period”) to elect, by written notice to Landlord (the “Tenant Purchase Notice”), that Tenant shall purchase the Premises for the Premises’ then current market value as determined by an asset transaction orindependent state licensed appraiser that is mutually agreed upon by both Landlord and Tenant less the amount of Tenant’s cost and expense for improvement of the Premises during the Initial Term or any renewal term (the “Purchase Price”). Within five (5) days after delivery of the Tenant Purchase Notice, Tenant shall deposit into escrow with GEORGETOWN TITLE COMPANY, Georgetown, Xxxxxxxxxx County, Texas (“Georgetown Title Company”) an xxxxxxx money deposit (the “Xxxxxxx Money”), in substance, as the amount of Five Thousand Dollars ($5,000). Landlord shall make available to Tenant a transfer complete package of ownership interests, directly or indirectly, pertaining to due diligence materials for the Premises, to the extent in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s possession or control, and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject relating to the provisions ownership, use, condition or operation of Section 44.03, Landlord the Premises. Tenant shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within have thirty (30) days after delivery of the Offering Tenant Purchase Notice is given to Tenant (herein called the “Option Inspection Period”) to inspect the Premises to Tenant’s satisfaction. If Tenant is not satisfied with the Premises for any reason (or for no reason), Tenant shall elect, may by written notice to LandlordLandlord prior to expiration of the Inspection Period, to either (i) purchase revoke Tenant’s Purchase Notice in which event the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time Xxxxxxx Money shall be promptly reimbursed to Tenant, less $10.00 which shall be remitted to Landlord as consideration for Tenant’s right to revoke the Tenant Purchase Notice within the Inspection Period. If Tenant fails to provide to Landlord written notice of revocation of the essence with respect to Tenant’s electionTenant Purchase Notice within the Inspection Period, and any failure by then Tenant to notify Landlord of its election shall be deemed to be an election satisfied with the Premises, the Xxxxxxx Money shall be considered to refusebe non-refundable in all instances other than a Landlord default, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include agree to close the terms set forth in sale of the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within Premises no later than thirty (30) days following the after expiration of the Option Inspection Period. Notwithstanding At the foregoingclosing, if Tenant shall purchase the parties are not able Premises by paying to agree upon a final form Landlord in cash the entire Purchase Price. The Xxxxxxx Money shall be credited to the Purchase Price at the closing and consummation of Tenant’s purchase of the Offer Contract within said thirty (30) day period, upon Premises. Simultaneously with Tenant’s payment to Landlord of the request of either party, the final form of Offer Contract may be determined by expedited arbitration entire Purchase Price in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interestsimmediately available funds, Landlord shall have sell, transfer, assign and convey the right Premises to give Tenant pursuant to a written notice to Tenantspecial warranty deed, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44the Lease Agreement and those permitted exceptions approved by Tenant during the Inspection Period.

Right of First Offer to Purchase. 44.01. (a) If during Prior to Lessor accepting any offer to purchase the initial term of this lease, Landlord desires to sell all Premises or any portion of individual Expansion Property or the PremisesExpansion Land or any part thereof, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining prior to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering Lessor making any offer to sell the Offered Premises or any individual Expansion Property or the Expansion Land or any part thereof, Lessor shall give Lessee written notice of such offer and shall include in such notice the price and terms of sale and a statement that Lessor is willing to Tenant sell at the purchase that price (the “Offer Price”) and on those terms of sale. Lessee shall have the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”)option, Tenant shall elect, which may be exercised by written notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without Lessor at any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into time within thirty (30) days following from the expiration receipt of the Option PeriodLessor's notice. Notwithstanding the foregoing, if the parties are not able to agree upon a final form to purchase at the price and on the terms of sale specified in the notice to Lessee, provided, however, that if such terms provided for an exchange of property as part of the Offer Contract purchase of the Premises, Lessee shall purchase the property to be exchanged upon the terms and at the price specified in the notice and thereafter exchange such property in exchange for the Premises or any individual Expansion Property or the Expansion Land on the basis specified in the notice. If Lessee fails to exercise its option within said thirty (the 30) -day period, upon Lessor shall have 270 days thereafter to sell at the request price and on the terms of either partysale specified in the notice to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the final form Premises or any individual Expansion Property or the Expansion Land to a third party on terms more favorable to the third party buyer than the terms set forth in Lessor's notice, then Lessor must re-offer the Premises or any individual Expansion Property or the Expansion Land to Lessee on the same terms and conditions offered to the third party buyer ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to buy the Premises or any individual Expansion Property or the Expansion Land. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or any individual Expansion Property or the Expansion Land to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days after which Lessee's Right of First Offer Contract may to Purchase shall again be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances effect for the parties, at any time prior to Premises or individual Expansion Property or the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44Expansion Land .

Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires to sell all or offer the Project as defined in Article 1(b) hereof for sale, then provided that an Event of Default, shall not have occurred beyond any portion applicable cure period within the twelve month period prior thereto, before entering into a negotiation, for the sale of the PremisesProject, whether and only the Project, with any other party, Landlord shall give notice to Tenant of Landlord's desire to sell the Project (a "Sale Notice"), stating therein the essential terms of sale proposed by Landlord (the "Essential Terms"). If within ten (10) days after Landlord's delivery of a Sale Notice or Second Sale Notice as the case may be, Tenant gives Landlord notice of Tenant's desire to purchase the Project on the Essential Terms, then Landlord and Tenant shall, reasonably and in an asset transaction orgood faith, negotiate the terms of a mutually acceptable purchase and sale agreement for the Project. Tenant's failure, within such ten (10) day period, time being of the essence, to accept the terms set forth in substancethe Sale Notice or Second Sale Notice, as the case may be, shall constitute Tenant's election to waive its right of first offer to purchase the Project. If within fifteen (15) days after Landlord's delivery of the Sale Notice, Landlord and Tenant have not executed and delivered a transfer mutually acceptable purchase and sale agreement or if Tenant shall be deemed to have waived its right of ownership interestsfirst offer, directly or indirectly, pertaining Tenant shall have no further right with regard to the Premisespurchase of the Project under the Essential Terms and Landlord shall be free to effect such sale of the Project as Landlord shall determine; provided, in however, if Landlord proposes to accept an offer with a transaction intended purchase price less favorable to affect interests in Landlord than the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03Essential Terms, Landlord shall give Tenant a further sale notice (herein called "Second Sale Notice"), stating therein the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) new terms, and Tenant's right of first offer, on the new terms specified by Landlord in such Second Sale Notice, shall again be effective, subject again to the same notice requirements and conditions contained thereintime limitations as are provided above in this Section. Within thirty In the event either Tenant fails to respond to the Second Sale Notice within the requisite time period or Landlord and Tenant are unable to agree on a purchase and sale agreement within fifteen (3015) days after the Offering Notice is given to Tenant (herein called the “Option Period”)days, Tenant shall elect, by notice have no further right with regard to Landlord, to either (i) the purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant Project and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able free to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute effectuate a sale of the Offered Property as contemplated Project under any terms. It is expressly agreed and understood that the rights set forth in this Article shall not apply in the event the Project is included in the sale of any other real estate holding(s) owned by Landlord or its affiliates. It is understood and agreed that the aforesaid right of first sentence offer to purchase is personal to the originally-named Tenant herein, or its affiliate (including any officer or director of Tenant and any entity controlling, controlled by or under common control with such Tenant which may receive an assignment of this Section 44.01(a)Lease in accordance with subsection 12(e) hereof) and is not transferable under any circumstances, and Tenant shall respond apply (unless and until waived as aforesaid, and not thereafter) only during the Term hereof, as the same may have been extended, and only if no Event of Default shall have occurred beyond any applicable cure period in the twelve month period prior thereto. It is further understood and agreed that the aforesaid right of first offer to purchase shall in no event be triggered by or be applicable to a sale or transfer by Landlord to any such request party controlling, controlled by or under common control with Landlord or in connection with any merger, reorganization or other business combination of Landlord within ten or involving Landlord. The parties expressly acknowledge and agree that the Broker (10as defined in subsection 1(k) Business Days after receipt hereof) shall not be entitled to receive any fee or commission in connection with the consummation of same (time being any sale of the essence with respect Project (or part thereof) to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44Tenant.

Right of First Offer to Purchase. 44.01. Prior to Lessor accepting any offer to purchase the Premises (a) If during the initial term of this lease, Landlord desires to sell all or any portion of buildings under Lease), or prior to Lessor making any offer to sell the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord Lessor shall give Tenant Lessee written notice of such offer and shall include in such notice the price and terms and a notice (herein called the “Offering Notice”) offering statement that Lessor is willing to sell the Offered Property to Tenant at the purchase that price (the “Offer Price”) and on those terms. Lessee shall have the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”)option, Tenant shall elect, which may be exercised by written notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without Lessor at any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into time within thirty (30) days following from the expiration receipt of the Option PeriodLessor's notice, to agree to purchase the Premises at the price and on the terms specified in the notice to Lessee, provided, however, that if such terms provided for an exchange of property as part of the purchase of the Premises, Lessee shall cooperate with Lessor provided Lessee assumes no liability and has no additional costs as a result of its cooperation with Lessor on exchange. If Lessee fails to exercise its option within the 30-day period, Lessor shall have 180 days thereafter to sell the Premises at the price and on the terms specified in the notice to Lessee. If Lessor elects, within 180 days of Lessor's notice, to sell the Premises to a third party on terms more favorable to the third party buyer than the terms set forth in Lessor's notice to Lessee, then Lessor must re-offer the Premises to Lessee on the same terms and conditions offered to the third party buyer ("Lessor's Second Notice to Sell"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to buy the Premises. If Lessee does not respond in writing accepting all terms and conditions offered to third party, Lessor shall thereafter be entitled to sell the Premises to the third party on the terms and conditions set forth in Lessor's Second Notice to Sell or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 180 days after which Lessee's Right of First Offer to Purchase shall again be in effect for the Premises. If Lessor does not sell the Premises during the period stated above, Lessor will re-offer the Premises to Lessee before offering the Premises to any other purchaser giving Lessee five (5) days to accept the price and terms. Notwithstanding the foregoingabove, if Lessor will not be obligated to offer the parties are not able Premises to agree Lessee upon a final form sale to Mission West Properties or its affiliates or if sale is part of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have multiple properties owned or controlled by Lessor or Lessor's affiliates. In the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such event of a sale would constitute to a sale of the Offered Property party other than Mission West Properties or its affiliates as contemplated by the first sentence of stated in this paragraph, thereafter Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction 31 shall be deemed not to be a sale subject to this Article 44null and void.

Right of First Offer to Purchase. 44.01. (a) If during In the initial term of this lease, event that Landlord desires intends to sell all or any portion of the Premises, whether in Project to an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, unrelated third party in a bona fide transaction intended to affect interests (except as set forth in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”Section 33.3 below), subject to the provisions of Section 44.03, Landlord shall give Tenant deliver a notice to Tenant (herein called "ROFO Notice") indicating the “Offering Notice”) offering specific sale price and all material terms upon which Landlord intends to sell the Offered Property Project. Tenant shall have the right ("ROFO Option"), within fifteen (15) days after receipt ofthe ROFONotice, to Tenant at exercise, by written notice to Landlord, its ROFO Option to purchase the purchase price (the “Offer Price”) and Project on the same terms and conditions contained thereinas set forth in the ROFO Notice. Within thirty If Tenant does not give Landlord notice in writing within said fifteen (3015) day period that Tenant intends to exercise its ROFO Option hereunder, then Landlord shall be free to sell the Project to a third party on materially the same terms and conditions set forth in the ROFO Notice, including a sale price of not less than ninety percent (90%) of the sale price set forth in theROFO Notice, and in such event, (i) Tenant's rights hereunder shall terminate, and (ii) within seven (7) days after the Offering Notice is given to Tenant (herein called the “Option Period”)request ofLandlord, Tenant shall elect, by notice to Landlord, to either acknowledge in writing that it has not exercised its ROFO Option. In the event that the final negotiated third party sale price is less than ninety percent (i90%) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms .the price set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interestsROFO Notice, Landlord shall have the right to give a written notice to notify Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale in writing, of the Offered Property as contemplated by the first sentence of this Section 44.01(a), actual negotiated sale price ("Revised ROFO Notice") and Tenant shall respond to any such request of Landlord have the right, within ten (10) Business Days business days after receipt of of-such Revised ROFO Notice, to exercise, by written notice to Landlord, its ROFO Option to purchase the Project on the same terms and conditions as set forth in the Revised ROFO Notice. In the event that Tenant does not give Landlord notice in writing within said ten (time being of the essence with respect to such response)10) business day period, failing which the transaction then Landlord shall be deemed free to sell the Project to a third party on materially the same terms and conditions set forth in the Revised ROFO Notice, and, in such event, (i) Tenant's rights hereunder shall terminate, and (ii) within seven (7) days after the request ofLandlord, Tenant shall acknowledge in writing that it has not exercised its ROFO Option. In the event that the sale ofthe Project fails to close within twelve (12) months following the expiration of Tenant's response period, as provided above, then the ROFO Option shall be a sale fully reinstated and the Project shall again be subject to this Article 44the ROFO Option. This is a one (I) time right of first offer to purchase and, in the event that Tenant does not exercise its ROFO Option, as provided above, the ROFO Option shall terminate and be ofno further force and effect. Section 33.2.

Right of First Offer to Purchase. 44.01. (a) If Subject to the provisions of this Article 32, Tenant shall have a right of first offer to acquire the Premises. If, at any time during the initial term of this leaseTerm, Landlord desires to sell or lease the Premises through a transaction which is a Disposition, or the entity or entities (“Equity Holder”) holding all or any portion of the Premisesoutstanding membership interests in 000 Xxxx Xxxxxx, whether in an asset transaction or, in substance, as a LLC (“Membership Interests”) desire to transfer of ownership interests, directly or indirectly, pertaining to the Premises, in Membership Interests through a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03which is a Disposition, Landlord shall give to Tenant a notice (herein called the “Offering "Disposition Notice”") offering that Landlord desires to sell or lease the Premises or that the Equity Holder desires to sell the Offered Property Membership Interests, as the case may be. Landlord shall give the Disposition Notice at any time prior to the date on which (i) Landlord transfers fee title to a third party in a transaction which is a Disposition, or (ii) Landlord enters into a lease agreement for the Premises with a third party in a transaction which is a Disposition, or (iii) Equity Holder assigns the Membership Interests to a third party in a transaction which is a Disposition. The Disposition Notice shall specify the material terms and conditions upon which Landlord would be willing to sell or lease the Premises or upon which Equity Holder would sell the Membership Interests, as the case may be. Tenant shall then have the right to either purchase the Premises, lease the Premises, or purchase the Membership Interests (as the case may be), at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) Disposition Notice; such right to be exercised by Tenant by notice to Landlord (the “Offer ContractElection Notice”)) given within twenty (20) calendar days after Tenant’s receipt of the Disposition Notice. A failure to exercise such right by notice given within such twenty (20) day period shall conclusively be deemed an election by Tenant not to purchase or lease the Premises or purchase the Membership Interests, as the case may be. The Offer Contract must be entered into within thirty term “Waiver Date” as used herein means the earlier to occur of (30i) days following the expiration of date on which Tenant notifies Landlord that it elects not to purchase or lease the Option Period. Notwithstanding Premises, or not to purchase the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day periodMembership Interests, upon the request of either partyterms specified in the Disposition Notice, and (ii) the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to twentieth (20th) day after Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale ’s receipt of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44Disposition Notice.