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

Right of First Offer to Purchase. Prior to Lessor accepting any offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell 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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the 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 Premises or portion thereof 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 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43.

Right of First Offer to Purchase. Prior Offeror hereby grants to Lessor accepting any Offeree a right of first offer to sell Premises purchase any ROFO Facility in accordance with the following: (a) Offeror hereby agrees that neither Offeror nor any Affiliate thereof shall enter into any agreement with any third party for the purchase and/or sale of any ROFO Facility without first offering Offeree the right to purchase the ROFO Facility. If Offeror or any part thereofAffiliate thereof proposes to sell a ROFO Facility, Lessor Offeror or such Affiliate shall give Lessee written deliver notice thereof to Offeree (an “ROFO Notice”), which ROFO Notice shall set forth the material business terms of such offer proposal including, without limitation, Offeror’s or such Affiliate’s proposed sales price, the square footage of the ROFO Facility, the terms of any leases associated with the ROFO Facility, the proposed due diligence period, the proposed closing date, any deposit requirements, and Lessee other principal business terms. Offeree shall have the opportunity option (an “ROFO Facility Option”) to purchase the Premises ROFO Facility, which Offeree shall exercise by delivering irrevocable notice to Offeror or Offeror’s Affiliate, as applicable (an “Acceptance Notice”), within ten (10) Business Days of the part thereof offered for giving of the ROFO Notice, along with an agreement of sale on to purchase the ROFO Facility, containing the operative terms and conditions set forth in the notice this Section 2. The form of offer. Lessee agreement shall have the option, be substantially similar to that which may be exercised by written notice to Lessor at any time within fifteen Offeree has previously negotiated with Offeror. (15b) days from the receipt of the Lessor's notice to sell Premises If Offeree declines or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option right of first offer within the 15-day periodperiod provided in Section 2(a) above (such failure being deemed a waiver of any such right), Lessor then Offeror or Offeror’s Affiliate, as applicable, shall have 270 days thereafter be free to sell offer for sale (and sell) the Premises or portion thereof in the notice, but in no case on ROFO Facility upon terms more favorable than similar to those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offerROFO Notice. However, if Offeror or such Affiliate is subsequently willing to sell the ROFO Facility on terms which are materially different from that set forth in the ROFO Notice, then Lessor must re-offer Offeror or such Affiliate shall provide Offeree with a revised ROFO Notice in accordance with the Premises or portion thereof on terms of this Section 2 and Offeree shall have all of the same terms and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee shall have rights as set forth herein, except that Offeree must deliver an Acceptance Notice within five (5) business days from Lessee's receipt Business Days of Lessor's Second Notice the giving of such revised ROFO Notice. Time shall be of the essence as to elect to purchase Premises Offeree’s giving of any Acceptance Notice. The terms upon which Offeror or portion thereof. If Lessee does not respond in writing accepting all terms and conditionsOfferor’s Affiliate, Lessor shall thereafter be entitled as applicable, is willing to sell the Premises or portion thereof to ROFO Facility shall be deemed materially different if the third party on net effective sales proceeds shall be more than three percent (3%) less than the terms and conditions net effective sales proceeds 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 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43ROFO Notice.

Right of First Offer to Purchase. Prior (a) Any sale of the Building during prior to Lessor accepting May 1, 2014, other than: (i) portfolio sales by Landlord or its parent; (ii) sales that result from a sale of substantially all of the assets or merger of the parent of Landlord; and (iii) in connection with a change of ownership between Landlord and controlled entities, or distributions in kind to owners of a controlled entity, shall be subject to Tenant’s right of first offer as provided in this Section 7. (b) Provided: (i) Tenant is PPD Development, LP or a company which has been assigned the Lease pursuant to Section 12(i) of the 2001 Lease; (ii) Tenant is not in default under the Lease at the time of exercise beyond any offer applicable cure period and the 2001 Lease is in full force and effect; and (iii) the Lease as amended hereby is in full force and effect, if Landlord desires to sell Premises all or any part thereofone or more of the buildings in which Tenant leases space from Landlord pursuant to the 2001 Lease, Lessor as amended hereby, and except for such transactions as outlined in Section 7(a) above, then Landlord shall give Lessee written a notice (the “First Offer Notice”) to Tenant pursuant to this Section 7(b). The First Offer Notice shall specify the price and terms of such sale including, without limitation, a general description of the land and improvements to be conveyed (collectively, the “Offered Property”). The First Offer Notice shall constitute an offer and Lessee shall have by Landlord to sell its interest in the opportunity Offered Property to purchase the Premises or the part thereof offered for sale Tenant on the price, terms and conditions set forth in the notice First Offer Notice. No offer is being made to Tenant for less than the entire Offered Property. Tenant, if it desires to accept such First Offer Notice, shall, within ten (10) business days after the giving of offer. Lessee shall have the optionFirst Offer Notice, which may be exercised by give Landlord written notice to Lessor at any time within fifteen such effect (15) days from the receipt of the Lessor's notice to sell Premises or portion thereof specified in the notice to Lessee“Acceptance Notice”). If Lessee fails Tenant shall fail to exercise its option give the Acceptance Notice within the 15-day periodtime period provided, Lessor shall have 270 days thereafter or it notifies Landlord that it does not desire to sell purchase the Premises or portion thereof in the notice, but in no case Offered Property on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offerFirst Offer Notice, 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 Premises or portion thereof 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 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein this Section 7 shall be deemed null and void if and have no further force or affect, and Landlord may sell the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as Offered Property without restriction by this Section 7. (c) If Tenant gives Landlord the Acceptance Notice within the time provided in Section 7(b) above, then the parties shall negotiate in good faith a purchase and sale agreement for the Offered Property. If the parties are unable to agree on the purchase and sale agreement despite their good faith efforts within twenty (20) days after Landlord’s receipt of the Acceptance Notice, then this paragraph Section 7 and Tenant’s rights hereunder shall void any future purchase automatically terminate and be of no further force or effect and Landlord may sell the Offered Property without restriction by this Section 7. (d) In the event of a sale to a third party pursuant to Section 7(b), Tenant shall, at the request of Landlord, execute and acknowledge a memorandum for recording to evidence that the Offered Property is no longer subject to Tenant’s rights under this Section 43Section.

Right of First Offer to Purchase. Prior Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to Lessor accepting this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have purchase Landlord’s interest in the opportunity to purchase the Premises or the part thereof offered for sale Project on the terms and conditions set forth provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of offerTenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. Lessee As used herein, the “Net Book Value shall have mean he allocated value of the optionROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which may the parties anticipate will be exercised effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by written Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to Lessor at any time complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from the Tenant’s receipt of the Lessor's notice draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell Premises or portion thereof specified its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to Lesseesell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter Landlord does enter into an agreement to sell the Premises or portion thereof its fee interest 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 sell the Premises or portion thereof Project to a third party on terms more favorable following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the third party purchaser than twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms set forth in of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the above offerpurchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then Lessor must re-offer (in any of those events), 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 provisions 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 Premises or portion thereof 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 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein this Section 32 shall be null and void if and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of Premises involves Lessor's entire portfolio or the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a portion thereof exceeding 900,000 sq.ft.. Any special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided in Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall void any future purchase rights under this Section 43not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Prior to Lessor accepting any offer to sell purchase the Premises (all or any part thereofbuildings under Lease), or prior to Lessor making any offer to sell the Premises, Lessor shall give Lessee written notice of such offer and Lessee shall have include in such notice the opportunity price and terms of sale and a statement that Lessor is willing to purchase the Premises or the part thereof offered for sale sell at that price and on the those terms and conditions set forth in the notice of offersale. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen thirty (1530) days from the receipt of the Lessor's ’s notice to sell Premises or portion thereof 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 1530-day period, Lessor shall have 270 days thereafter to sell at the Premises or portion thereof price and on the terms of sale specified in the notice, but in no case on terms more favorable than those offered notice to Lessee. If Lessor elects, within 270 days of Lessor's ’s notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser buyer than the terms set forth in the above offerLessor’s notice, then Lessor must re-offer the Premises or portion thereof to Lessee on the same terms and conditions offered to the third party purchaser buyer ("“Lessor's ’s Second Notice"Notice to Sell”). Lessee shall have five (5) business days from Lessee's ’s receipt of Lessor's ’s Second Notice to elect to purchase Premises or portion thereofbuy the Premises. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or portion thereof to the third party on the terms and conditions set forth in Lessor's ’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 ’s Second Notice for a period of 270 days. After 270 days after which Lessee's ’s Right of First Offer to Purchase shall again be in effect for the Premises. If Lessor does not sell the Premises or portion thereofduring 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 above, Lessee's Right Lessor will not be obligated to offer the Premises to Lessee upon a sale to Mission West Properties or its affiliates or upon the sale of First Offer to Purchase herein over 1,000,000 square feet of space owned or controlled by Lessor or Lessor’s affiliates and in the event of such sale, Section 41 of this Lease shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43void.

Right of First Offer to Purchase. Prior to Lessor accepting any offer to purchase the Premises or any individual Expansion Property or the Expansion Land or any part thereof, or prior to Lessor making any offer to sell the Premises or any individual Expansion Property or the Expansion Land or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have include in such notice the opportunity price and terms of sale and a statement that Lessor is willing to purchase the Premises or the part thereof offered for sale sell at that price and on the those terms and conditions set forth in the notice of offersale. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen thirty (1530) days from the receipt of the Lessor's notice notice. to sell Premises or portion thereof 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 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 the 1530-day period, Lessor shall have 270 days thereafter to sell at the Premises or portion thereof price and on the terms of sale specified in the notice, but in no case on terms more favorable than those offered notice to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof any individual Expansion Property or the Expansion Land to a third party on terms more favorable to the third party purchaser buyer than the terms set forth in the above offerLessor's notice, then Lessor must re-offer the Premises or portion thereof any individual Expansion Property or the Expansion Land to Lessee on the same terms and conditions offered to the third party purchaser buyer ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase buy the Premises or portion thereofany 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 portion thereof 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 270 days after which Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding individual Expansion Property or the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43Expansion Land .

Right of First Offer to Purchase. Prior to Lessor accepting Provided that the Tenant is not in default of the terms and conditions of this Lease beyond any offer to sell Premises or any part thereofapplicable cure periods, Lessor shall give Lessee written notice during the last six (6) years of such offer the term of this Lease and Lessee the Option Period stated in Section 3.5 (if exercised), Tenant shall have the opportunity right of first offer to purchase the Property on the following terms and conditions. If Landlord elects to sell the Property in Landlord’s sole discretion, Landlord shall notify Tenant of the terms and conditions upon which Landlord would be willing to sell the Demised Premises or (“Landlord’s Notice”). Tenant shall have ten (10) business days after receipt of Landlord’s Notice to notify Landlord in writing of Tenant’s desire to purchase the part thereof offered for Demised Premises on the terms stated in Landlord’s Notice and the Landlord and Tenant shall enter into a purchase and sale agreement within thirty (30) days after Tenant’s receipt of such notice on the terms and conditions stated in Landlord’s Notice (which shall contain the condition that the sale shall close within sixty (60) days of Landlord’s Notice). If, however, Tenant fails to notify Landlord of Tenant’s election to purchase the Demised Premises within such 10-day period or, if Landlord and Tenant fail to execute a purchase and sale agreement within thirty (30) days after the date of Tenant’s notice to Landlord, then subject to Tenant’s right of reoffer as set forth in below, Tenant shall be deemed to have waived its right to purchase the notice of offer. Lessee Demised Premises and Landlord shall have the option, which may be exercised by written notice right thereafter to Lessor at any time within fifteen (15) days from offer the receipt of the Lessor's notice to sell Demised 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 for sale and to sell the Demised Premises or portion thereof without further notice to Tenant. If the Landlord is unsuccessful in the noticesale of the Demised Premises within 180 days date Tenant waived (or is deemed to have waived) its right to purchase the Demised Premises, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions or greater price than was offered to the third party purchaser ("Lessor's Second Notice"). Lessee Tenant, the Landlord shall so notify the Tenant and the Tenant shall continue to have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect the right to purchase the Demised Premises or portion thereofin accordance with the terms outlined above in this Section 23.11. If Lessee does It is acknowledged by the Tenant that the Tenant’s rights pursuant to this Section do not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or portion thereof apply to the third party on Landlord’s transfer of the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable Demised Premises for: estate purposes 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 Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio include family members; or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided transfer in this paragraph shall void any future purchase rights under this Section 43which the Landlord or the Principle of the Landlord retains an ownership interest in the Demised Premises.

Right of First Offer to Purchase. Prior to Lessor accepting (a) If at any offer time during the Term of this Lease, except as set forth in subsections (b) and (c) below, Landlord desires to sell Premises or any part thereofthe Premises, Lessor shall give Lessee written notice Landlord agrees to notify Tenant in writing of such offer desire and Lessee the price (the “ROFO Price”) and other terms at which Landlord so desires to sell the Premises. Tenant shall advise Landlord within 30 days after receiving such notice if Tenant is interested in purchasing the Premises for the ROFO Price and such other terms. If Tenant fails to respond within such time period and/or if Tenant responds that Tenant is not interested in purchasing the Premises, then Tenant shall have the opportunity no further right hereunder to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell 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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than under the terms set forth in Landlord’s notice. However, if Tenant notifies Landlord within such time period that Tenant is interested in purchasing the above Premises at the ROFO Price and upon such other terms, then Landlord and Tenant shall have 30 days following Landlord’s receipt of such notice from Tenant within which to negotiate and execute a mutually satisfactory agreement for the sale of the Premises to Tenant. (i) In the event that Landlord and Tenant fail to enter into an agreement of sale and purchase within such 30 days, then Tenant shall have no further right hereunder to purchase the Premises with respect to such offer, then Lessor must re-offer subject to the balance of this paragraph. Thereafter, Landlord may negotiate with any third party for the sale and purchase of the Premises; provided, however, that Landlord will not finally enter into an agreement of sale with any third party for a purchase price that is less than 95% of the ROFO Price (or, if the Premises is to be sold as part of a portfolio or portion thereof package transaction that includes one or more other properties owned by Landlord or its Affiliates, for a purchase price that is less than 90% of the ROFO Price), or on the same terms and conditions materially less favorable to Landlord than those offered to Tenant with the third party purchaser ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice ROFO Price, unless Landlord first allows Tenant 5 Business Days within which to elect agree to purchase the Premises at such lesser price or portion thereofmore favorable terms. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled Tenant notifies Landlord of its desire to sell purchase the Premises or portion thereof to at such lesser price within such 5 business day period, the third party on procedure for the terms negotiation of a mutually acceptable agreement of sale and conditions purchase set forth in Lessor's Second Notice Subsection (a) above shall begin again. (ii) If Landlord and Tenant enter into an agreement of sale and purchase but transfer of the Premises to Tenant is not consummated for any reason other than Landlord’s default under such agreement of sale and purchase, then Tenant shall have no further right hereunder to purchase the Premises and this Section 33 shall be void. (b) Tenant’s right of first offer set forth above shall not apply to (i) any transfer of the Premises in mortgage foreclosure, by deed in lieu of foreclosure or on other as part of a settlement with the mortgagee, (ii) a Taking or transfer by deed in lieu of Taking, (iii) any transfer of the Premises to an Affiliate of Landlord, (iv) any transfer of the Premises to a joint venture in which Landlord or its Affiliate holds a material interest and for which Landlord or its Affiliate serves as general partner, managing member or developer (pursuant to the terms of the joint venture agreement or a separate management or development agreement), or (v) a transfer in connection with a sale of all or substantially all of Landlord’s assets. In the case of any of the circumstances described in clauses (i)-(v) of the immediately preceding sentence, Tenant shall have no rights relating to the purchase of the Premises. Except as otherwise set forth herein, Tenant’s right of first offer shall survive the conveyance of the Premises by Landlord, unless such conveyance is made after foreclosure (including by deed in lieu of foreclosure) or a Taking (including a deed in lieu of Taking). (c) Landlord shall have no obligation to notify Tenant of Landlord’s intention to sell and conditions Tenant shall have no right to purchase the Premises (or any portion thereof) at least as favorable to Lessor as said terms any time during which Tenant is in default under any of the provisions of this Lease beyond any applicable notice and conditions cure period. The right of first offer set forth in Lessor's Second Notice for a period this Section 32 shall terminate automatically if at any time during the Term, including without limitation at any time after Landlord and Tenant enter into an agreement of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect sale and purchase for the Premises or portion thereof. Notwithstanding the abovePremises, Lessee's Right an Event of First Offer to Purchase herein Default under Section 22(a)(i) occurs two (2) times in any twelve (12) month period; in which event this Section 32 shall be deemed null and void and of no further force or effect. In addition, Tenant’s right of first offer shall terminate automatically if Tenant Transfers this Lease (as described in Section 18) to any party other than to an Affiliate of Tasty Baking Company, or if the sale Premises is wholly or partially destroyed by casualty or taken by a condemnation or otherwise for any public purpose or quasi-public use. (d) From the time of Tenant's exercise of its right to purchase the Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph aforesaid until the closing of the conveyance of the Premises to Tenant, Tenant and Landlord shall void any future purchase continue to enjoy and be bound by all of their respective rights and obligations under this Section 43Lease, including the obligation of Tenant to pay Rent as required herein through the date of such conveyance.

Right of First Offer to Purchase. Prior to Lessor accepting any For so long as MacroGenics and/or a MacroGenics Exempt Transferee leases all, and personally occupies at least ninety percent (90%), of the entire Premises, Tenant shall have a right of first offer to purchase the fee interest ("Purchase ROFO") in the Building and underlying parcel of land (the "ROFO Real Property"). Landlord shall not sell Premises or any part thereof, Lessor the entire Building in fee simple unless Landlord shall first offer the Building to Tenant as follows: (i) Landlord shall give Lessee to Tenant an irrevocable written notice ("Landlord's Purchase ROFO Notice") specifying the Basic Sale Terms (as hereinafter defined) upon which Landlord desires to sell the Building; and (ii) Tenant shall then have the one-time right to purchase the Building (the "Purchase ROFO") by notifying Landlord in writing of the exercise of such offer Purchase ROFO not later than twenty (20) days after Tenant's receipt of such notice from Landlord and Lessee delivering one-half of the deposit required pursuant to the Additional Sale Terms (as hereinafter defined), time being of the essence. a. If Tenant exercises the Purchase ROFO within the twenty (20)-day period described above (time being strictly of the essence), then Tenant shall have the opportunity one-time right and obligation (subject to Landlord and Tenant entering into a Purchase Agreement pursuant to the Additional Sale Terms) to purchase the Premises Building upon the Basic Sale Terms and the Additional Sale Terms to the extent such Additional Sale Terms are not inconsistent with the Basic Sale Terms. b. Notwithstanding anything to the contrary herein, Tenant's rights under this Article 16 shall not apply to: (i) any sale/leaseback transaction made in connection with a bona fide financing; (ii) any sale or transfer of less than eighty percent (80%) of all of the direct and indirect interests in Landlord (but, whether or not in excess of eighty percent (80%), in no event shall Tenant's rights apply to a sale or transfer among then-existing direct or indirect interest holders in Landlord, sales or transfers of beneficial interests in direct or indirect interest holders in Landlord that are part thereof of a portfolio transaction that includes properties other than the Building, and mergers, acquisitions, sales or transfers of or in entities with a direct or indirect interest in Landlord that own direct or indirect interests in properties other than the Building, in each case unless such transfers are made with the intention of allowing a transfer of the Building in avoidance of Tenant's rights under this Article 16); (iii) any sale or transfer of the Building to a partnership, corporation, limited liability company, trust or other entity that is under control by, common control with, or controls Landlord or any direct or indirect owner of Landlord, but any such transferee shall hold title subject to Tenant's rights under this Article 16; (iv) any transfer in the nature of a financing transaction with a financial institution that is made for a bona fide business purpose (i.e., other than in order to allow a transfer of the Building in avoidance of Tenant's rights under this Article 16), including without limitation the granting of, or foreclosure or deed-in-lieu of foreclosure, under a mortgage; and (v) any portfolio transaction that includes at least one other real estate asset consisting of a building with at least 40,000 square feet in gross floor area or land capable of accommodating a new building of at least 40,000 rentable square feet in area. In connection with any portfolio transaction that includes only the Building and a related asset, and, therefore, is subject to the provisions of this Article 16, Tenant must exercise its election to purchase, if at all, with respect to the entire portfolio transaction offered for sale on in Landlord's Purchase ROFO Notice. c. If Tenant either rejects the Landlord's Purchase ROFO Notice or does not exercise the Purchase ROFO within the twenty (20)-day period described above (time being strictly of the essence), then Landlord shall be free to sell the Building to a third-party person or entity upon terms and conditions no less favorable to Landlord in any material respect than the Basic Sale Terms without further obligation to Tenant, except that the purchase price may be as much as ten percent (10%) less than that reflected in the Basic Sale Terms. If after Tenant either rejects the Landlord's Purchase ROFO Notice or does not exercise the Purchase ROFO within the twenty (20)-day period described above, and Landlord desires to offer the Building for sale upon terms that are materially less favorable to Landlord than the Basic Sale Terms and/or at a purchase price that is more than ten percent (10%) less than the purchase price stated in the Basic Sale Terms, then Landlord must resubmit a Landlord's Purchase ROFO Notice in accordance with the procedures set forth in above. However, if the notice of offer. Lessee shall have the option, which may be exercised by written new notice to Lessor at any time within fifteen (15) Tenant is given not more than 180 days from after the receipt of the Lessor's previous notice to sell Premises or portion thereof specified in the notice to Lessee. If Lessee fails Tenant, then Tenant's time 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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the 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 Premises or portion thereof 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 270 days Lessee's Right of First Offer pursuant to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein such new notice shall be null and void if the reduced to ten (10) days. d. Upon (i) any sale of Premises involves Lessor's entire the Building, (ii) any portfolio or a portion thereof exceeding 900,000 sq.ft.. Any transaction sale as provided in this paragraph shall void any future purchase that includes the Building and is not subject to the rights of Tenant under this Section 43Article 16, or (iii) any foreclosure of a mortgage on the Building or conveyance by deed-in-lieu of foreclosure, in each case to a third-party person or entity in accordance with the terms of this Article 16, Tenant's Purchase ROFO shall forever terminate. e. As used herein: "Basic Sale Terms" shall mean the purchase price and terms of any seller financing offered by Landlord; and "Additional Sale Terms" shall mean those terms set forth on Exhibit E attached to this Amendment. The Lease shall terminate upon transfer of title to Tenant pursuant to this Article 16.

Right of First Offer to Purchase. Prior to Lessor accepting any offer to sell Premises Provided that Tenant is not in material monetary or any part thereofnon-monetary Default under this Lease at the applicable time, Lessor shall give Lessee written notice of such offer and Lessee Tenant, shall have the opportunity a non assignable and non transferable right of first offer to purchase the Premises or Building. (a) If at any time during the part thereof offered Term, Landlord shall receive a bona-fide offer, other than at public auction, from an. unrelated third party, that is not exercising the power of eminent domain, ("Third Party") for sale on the ----------- purchase of the Building which Landlord desires to accept, Landlord shall send a written notice (the "Third Party Purchase Notice") to Tenant of such proposal --------------------------- including all of the business terms of such proposal. Tenant. may elect to purchase the Building upon the terms and conditions set forth in the notice of offer. Lessee shall have the optionThird Party Purchase Notice, which may be exercised by giving written notice to Lessor at Landlord of its election not more than thirty (30) days after receipt by Tenant of the Third Party Purchase Notice. In the event that Tenant elects in writing, or is deemed to have elected by failing to respond within said thirty (30) day period, not to purchase the Building, Landlord may proceed to sell the Building to a third party in accordance with the Third Party Purchase Notice. In the event that Landlord and the third party make, any time material changes to the terms of the sale from the Third Party Purchase Notice including reducing the purchase price by five percent (5%) or more than that set forth in the Third Party Purchase Notice or extending the closing date scheduled for the sale by more than thirty (30) days after the date for such closing, pursuant to the Third Party Purchase Notice, Landlord shall again offer the Building to Tenant in accordance with this Section 7(a) on the terms on which the third party had agreed to purchase the Building; provided, however, Tenant may elect to purchase the Building only by providing notice to Landlord in writing within fifteen (15) days from the receipt after Landlord's notice of the Lessor's availability of the Building on the revised terms and conditions agreed to between Landlord and the Third Party. (b) If at any time during the Term, Landlord shall prepare a sale proposal pertaining to the Building that Landlord is prepared to offer as a sale proposal ("Sale Proposal") to an unrelated third party, Landlord shall send ------------- to Tenant a written notice (the "Purchase Option Notice") which shall include ---------------------- the Sale Proposal. In the event that Tenant does not elect by written notice to sell Premises or portion thereof specified purchase the Building 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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than accordance with the terms set forth in the above offerPurchase Option Notice within sixty (60) days after receipt of said notice, Landlord may offer the Building, as applicable, to third parties in accordance with the Sale Proposal. In the event that prior to the execution of a bona fide purchase contract Landlord and the Third Party make any material changes to. the terms of the sale from the Purchase Option Notice including reducing the purchase price by five percent (5%) or more than that set forth in the Purchase Option Notice or extending the closing date scheduled for the sale by more than thirty (30) days after the date for such closing pursuant to the Purchase Option Notice, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions offered to the third party purchaser Landlord shall notify Tenant in writing ("Lessor's Second Notice"). Lessee ) of the terms of ------------- said agreement with the Third Party, and Tenant shall have five (5) business days Business Days from Lessee's receipt of Lessor's said Second Notice to elect notify Landlord that Tenant elects to purchase Premises or portion thereofthe Building on the terms on which the Third Party had agreed to purchase the Building. If Lessee In the event that Tenant does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or portion thereof to the third party on Purchase Option Notice within the terms and conditions set forth in Lessor's sixty (60) day period or to the Second Notice or on other terms and conditions within the five (5) Business Day period set forth. above, Tenant shall be deemed to have elected not to purchase the Building. Notwithstanding anything to the contrary herein, in the event that Tenant elects to purchase the Building in accordance with this subsection (b), Tenant shall have thirty (30) days less than the time .provided for in the Sale Proposal (as may have been modified if Tenant makes such election after the Second Notice) for any due diligence period but, in all events, Tenant shall be provided at least as favorable a thirty (30) day study period after Tenant's election to Lessor as said terms and conditions purchase. (c) The right of first offer described in Lessor's Second Notice Section 7(a) shall be inapplicable to a transfer, by way of sale, gift, or devise, including a trust, to or for a period party affiliated to Landlord, or to any transfer from one such related party, to another, but shall apply to any such transfer to an unrelated third person. For purposes of 270 days. After 270 days Lessee's Right this Article 7, "affiliated" shall mean --------- in control of, controlled by or under common control with Landlord or one of First Offer to Purchase shall again be in effect for the Premises general or portion thereof. Notwithstanding the above, Lessee's Right limited partners of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43Landlord.

Right of First Offer to Purchase. Prior If Landlord desires to Lessor accepting 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 offer applicable cure period within the twelve month period prior thereto, before entering into a negotiation, for the sale of the Project, and only the Project, with any other party, Landlord shall give notice to Tenant of Landlord's desire to sell Premises 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 any part thereofSecond Sale Notice as the case may be, Lessor shall give Lessee written Tenant gives Landlord notice of such offer and Lessee shall have the opportunity Tenant's desire to purchase the Premises or the part thereof offered for sale Project on the Essential Terms, then Landlord and Tenant shall, reasonably and in good faith, negotiate the terms of a mutually acceptable purchase and conditions 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 the notice Sale Notice or Second Sale Notice, as the case may be, shall constitute Tenant's election to waive its right of offerfirst offer to purchase the Project. Lessee shall have the option, which may be exercised by written notice to Lessor at any time If within fifteen (15) days from the receipt after Landlord's delivery of the LessorSale Notice, Landlord and Tenant have not executed and delivered a mutually acceptable purchase and sale agreement or if Tenant shall be deemed to have waived its right of first offer, Tenant shall have no further right with regard to the purchase of the Project under the Essential Terms and Landlord shall be free to effect such sale of the Project as Landlord shall determine; provided, however, if Landlord proposes to accept an offer with a purchase price less favorable to Landlord than the Essential Terms, Landlord shall give Tenant a further sale notice ("Second Sale Notice"), stating therein the 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 to sell Premises or portion thereof specified requirements and time limitations as are provided above in this Section. In the notice to Lessee. If Lessee event either Tenant fails to exercise its option 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 (15-day period) days, Lessor Tenant 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 sell the Premises or portion thereof to a third party on terms more favorable further right with regard to the third party purchaser than purchase of the terms Project and Landlord shall be free to effectuate a sale of the Project under any terms. It is expressly agreed and understood that the rights set forth in this Article shall not apply in the above offerevent 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 offer to purchase is personal to the originally-named Tenant herein, then Lessor must re-offer 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 Lease in accordance with subsection 12(e) hereof) and is not transferable under any circumstances, and shall apply (unless and until waived as aforesaid, and not thereafter) only during the Premises or portion thereof on Term hereof, as the same terms may have been extended, and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee only if no Event of Default shall have five (5) business days from Lessee's receipt occurred beyond any applicable cure period in the twelve month period prior thereto. It is further understood and agreed that the aforesaid right of Lessor's Second Notice to elect first offer to purchase Premises shall in no event be triggered by or portion thereofbe applicable to a sale or transfer by Landlord to any party controlling, controlled by or under common control with Landlord or in connection with any merger, reorganization or other business combination of or involving Landlord. If Lessee does The parties expressly acknowledge and agree that the Broker (as defined in subsection 1(k) hereof) shall not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell receive any fee or commission in connection with the Premises or portion thereof 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 consummation of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the any sale of Premises involves Lessor's entire portfolio the Project (or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43part thereof) to Tenant.

Right of First Offer to Purchase. Prior Regarding Section 36.13 of the Master Lease, granting to Lessor accepting any offer Sublessor a Right of First Offer to sell Premises or any part thereofPurchase, Lessor the Parties acknowledge and agree that during the Sublease Term, Sublessee shall give Lessee written notice succeed to and enjoy the exclusive right to exercise the Right of such offer First Offer to Purchase, and, pursuant to its obligations under its SNDA, Master Landlord shall recognize Sublessee in lieu of Sublessor with respect thereto, subject to, and Lessee shall have in accordance with, the opportunity to purchase the Premises or the part thereof offered for sale on the applicable terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice Master Lease. Master Landlord has consented to sell Premises or portion thereof specified in the notice foregoing pursuant to Lesseeits SNDA. If Lessee fails to exercise its option within Notwithstanding 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 noticeforegoing, to sell the Premises or portion thereof to a third party on terms more favorable to extent that the third party purchaser than the terms set forth in the 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 Premises or portion thereof 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 270 days Lessee's Right of First Offer to Purchase shall again 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 effect for the Premises or portion thereof. Notwithstanding event Sublessee elects not to exercise the above, Lessee's Right of First Offer to Purchase herein 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) shall be null revert exclusively to Sublessor, Sublessee shall have no further right to exercise the same, and void if Master Landlord’s agreement with respect thereto shall terminate and expire, upon the sale earlier to occur of Premises involves Lessor's entire portfolio (i) August 23, 2035 or (ii) Master Landlord’s receipt of a portion thereof exceeding 900,000 sq.ft.. Any sale as Notice of Termination. Sublessor covenants and agrees not to deliver a Notice of Termination to Master Landlord prior to: (i) the occurrence of an Event of Default by Sublessee (including the expiration of any applicable notice and/or cure periods provided in herein) which entitles Sublessor to terminate this paragraph Sublease; (ii) Sublessee’s receipt of written notice of Sublessor’s election to terminate this Sublease; and (iii) the expiration of a period of ten (10) days following Sublessee’s receipt of such notice of election to terminate. Should Sublessor improperly send a Notice of Termination, the same shall void any future purchase rights constitute an immediate event of default under this Sublease (without the benefit of any notice or cure periods otherwise provided for in Section 4316.2 above) and Sublessee shall have all rights and remedies available to it hereunder, at law or in equity, including, without limitation, injunctive relief.

Right of First Offer to Purchase. Prior to Lessor accepting any offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee Tenant shall have the opportunity right (the "PURCHASE RIGHT") to purchase the Premises or Project upon the part thereof offered for sale on following terms and conditions: 43.1. In the event that Landlord desires to sell the Project, Landlord shall deliver to Tenant written notice (the "SALE NOTICE") of Landlord's intent to sell the Project, together with the terms and conditions set forth in the notice of offer. Lessee shall have the option, under which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell 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 Landlord is prepared to sell the Premises Project. Tenant shall have [*] following delivery of the Sale Notice to deliver to Landlord written notification ("Tenant's Response") exercising one of the following options (i) Tenant's exercise of the Purchase Right upon the terms and conditions of the Sale Notice, (ii) Tenant's rejection of its Purchase Right or portion thereof in (iii) Tenant's desire to purchase the notice, but in no case Project on terms more favorable other than those offered by Landlord. In the event Tenant fails to Lessee. If Lessor electstimely deliver such notice, within 270 days or if Tenant's Response is a rejection, or if Tenant indicated that it desired to purchase the Project on terms other than those offered by Landlord, and on the date which is [*] after the delivery of LessorTenant's noticeResponse Landlord and Tenant have failed to agree upon any of the terms of the purchase agreement for the Project after negotiating in good faith, Landlord shall thereafter have the right to market the Project, and the right, for a period of [*] after the expiration of [*] following delivery of Tenant's Response, to sell the Premises or portion thereof Project to a third party on terms and conditions no more favorable to the third party purchaser than the terms those set forth in the 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 Sale 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 Landlord does not respond in writing accepting all terms and conditionsconsummate the sale of the Project within the [*] period referenced above, Lessor shall thereafter be entitled to sell the Premises or portion thereof 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 270 days Lessee's Right of First Offer to Purchase Tenant shall again be in effect for have the Premises or portion thereofPurchase Right. 43.2. In the event that Tenant and Landlord enter into a purchase agreement following the timely exercise of the Purchase Right, the purchase and sale of the Project shall close no sooner than the date which is [*], and no later than the date which is [*], following receipt by Landlord of Tenant's election to exercise the Purchase Right. ________________________ [*} Confidential information has been omitted and filed separately with the Commission. 43.3. Notwithstanding the above, Lessee's the Purchase Right shall not be in effect and may not be exercised by Tenant during any period of First Offer time that Tenant is in Default under any provision of the Lease. 43.4. The Purchase Right is personal to North American Vaccine, Inc. and may not be transferred separate and apart from this Lease, except that the Purchase herein Right shall be null deemed to have been transferred to any assignee of this Lease. 43.5. The Purchase Right shall terminate and void if be of no further force or effect upon the sale expiration or earlier termination of Premises involves Lessorthe Term. 43.6. The Purchase Right is in addition to, and is not to be construed to limit in any way, Tenant's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Purchase Option pursuant to Section 4339 hereof.

Right of First Offer to Purchase. Prior The Tenant shall have a one-time right of first offer to Lessor accepting purchase the Leased Premises that if during the Term of this Lease and any renewals, the Landlord wishes to sell the Leased Premises, it shall first, before any such sale, deliver a notice to this effect (the “Sale Notice”) to the Tenant. The Sale Notice shall contain an offer to sell the Leased Premises or any part thereofto the Tenant on terms set out in the Sale Notice (such price and terms being called the “Sale Terms”). The Sale Terms shall include the Landlord’s requested price, Lessor amount of deposit required, proposed closing date (which shall give Lessee written notice be between 60 and 120 days), whether the Landlord is prepared to accept a mortgage back in partial satisfaction of 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 and Lessee to purchase the Leased Premises. Thereupon, the Tenant may, within the 15 day period after receipt of the Sale Notice (the “Option Period”) deliver an offer to purchase incorporating the Sale Terms. If before the end of the Option Period the Tenant fails to elect to accept the offer contained in the Sale Notice, or the Tenant advises the Landlord in writing that it does not wish to accept the offer contained in the Sale Notice, the Landlord shall have the opportunity right to purchase offer the Leased Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell 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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor must re-and accept any purchase price and thereafter this right of first 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 Premises or portion thereof 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 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if and the sale of Landlord will be released from any further obligation to offer the Leased Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43to the Tenant.

Right of First Offer to Purchase. Prior to Lessor accepting any offer a. As additional consideration for Tenant’s improvement of the Premises, in the event Landlord shall elect to sell the Premises after the expiration or any part thereoftermination of this Lease Agreement, Lessor and for ten (10) years thereafter, Landlord shall first give Lessee written notice of such offer and Lessee (the “Landlord Sale Notice”) to Tenant. Tenant shall have a period of thirty (30) days (the opportunity “Acceptance Period”) to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the optionelect, which may be exercised by written notice to Lessor at any time within fifteen Landlord (15) days from the receipt “Tenant Purchase Notice”), that Tenant shall purchase the Premises for the Premises’ then current market value as determined by an independent 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 Lessor's notice to sell Premises during the Initial Term or portion thereof specified in any renewal term (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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the 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"“Purchase Price”). Lessee shall have Within five (5) business days from Lessee's receipt after delivery of Lessor's Second 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 the amount of Five Thousand Dollars ($5,000). Landlord shall make available to Tenant a complete package of due diligence materials for the Premises, to the extent in Landlord’s possession or control, and relating to the ownership, use, condition or operation of the Premises. Tenant shall have thirty (30) days after delivery of the Tenant Purchase Notice (the “Inspection Period”) to elect inspect the Premises to purchase Premises or portion thereofTenant’s satisfaction. If Lessee Tenant is not satisfied with the Premises for any reason (or for no reason), Tenant may by written notice to Landlord prior to expiration of the Inspection Period, revoke Tenant’s Purchase Notice in which event the 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 Tenant Purchase Notice within the Inspection Period, then Tenant shall be deemed to be satisfied with the Premises, the Xxxxxxx Money shall be considered to be non-refundable in all instances other than a Landlord default, and the parties agree to close the sale of the Premises no later than thirty (30) days after expiration of the Inspection Period. At the closing, Tenant shall purchase the Premises by paying to 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 Premises. Simultaneously with Xxxxxx’s payment to Landlord of the entire Purchase Price in immediately available funds, Landlord shall sell, transfer, assign and convey the Premises to Tenant pursuant to a special warranty deed, subject to the Lease Agreement and those permitted exceptions approved by Tenant during the Inspection Period. b. If Xxxxxx does not respond in writing accepting all terms and conditionsnot, Lessor shall thereafter be entitled prior to the expiration of the Acceptance Period, give Landlord the Tenant Purchase Notice, then Landlord may freely sell the Premises or portion thereof to any third party, subject however to the third party on Lease Agreement. c. The provisions of this Section 10 shall survive the terms and conditions set forth in Lessor's Second Notice expiration or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for termination of the Lease Agreement. Tenant may record a period Memorandum of 270 days. After 270 days Lessee's this Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the aboveOfficial Public Records of Xxxxxxxxxx County, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43Texas.

Right of First Offer to Purchase. Prior Landlord hereby grants to Lessor accepting 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) this Lease is in full force and effect, (b) Tenant is not in default, beyond any applicable notice and cure periods, in the performance or observance of any of the terms and provisions of this Lease 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 Premises or any part thereof, Lessor shall give Lessee written notice of the Property to Tenant on such offer and Lessee shall have the opportunity to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth 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 of offer. Lessee shall have the option, which may be exercised to Landlord or does not accept such Purchase Offer by written notice to Lessor at any time Landlord within fifteen (15) days from the receipt of the Lessor's notice to sell 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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the 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 after the date the Purchase Offer Notice is delivered to elect Tenant, the Purchase Offer shall conclusively be deemed to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditionshave been rejected by Tenant; thereafter, Lessor Landlord shall thereafter be entitled free to sell the Premises or portion thereof 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 party having a direct or indirect interest in Landlord (including the sale of the entire Upland Xxxxx Corporate Center), 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 exchange transaction under 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 Purchase Offer pursuant to the provisions hereof, Tenant and Landlord shall 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 Purchase and Sale Agreement drafted by Landlord to reflect the terms set out in the Purchase Offer Notice (a “P&S). The P&S shall include (a) a thirty (30) day due diligence period during which Tenant may elect to terminate the 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 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 “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 are unable to reach agreement on the terms of the P&S and conditions set forth in Lessor's Second Notice or on 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 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 Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if satisfactory to Landlord in its sole discretion. Time is of the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43essence with respect to the provisions hereof.

Right of First Offer to Purchase. Prior to Lessor accepting any offer to sell purchase the Premises (all or any part thereofbuildings under Lease), or prior to Lessor making any offer to sell the Premises, Lessor shall give Lessee written notice of such offer and Lessee shall have include in such notice the opportunity to purchase the Premises or the part thereof offered for sale on the price and terms and conditions set forth in the notice of offera statement that Lessor is willing to sell at that price and on those terms. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen thirty (1530) days from the receipt of the Lessor's notice notice, to sell agree to purchase the Premises or portion thereof 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 1530-day period, Lessor shall have 270 180 days thereafter to sell the Premises or portion thereof at the price and on the terms specified in the notice, but in no case on terms more favorable than those offered notice to Lessee. If Lessor elects, within 270 180 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser buyer than the terms set forth in the above offerLessor's notice to Lessee, then Lessor must re-offer the Premises or portion thereof to Lessee on the same terms and conditions offered to the third party purchaser buyer ("Lessor's Second NoticeNotice to Sell"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase Premises or portion thereofbuy the Premises. If Lessee does not respond in writing accepting all terms and conditionsconditions offered to third party, Lessor shall thereafter be entitled to sell the Premises or portion thereof 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 270 180 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 or portion thereofduring 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 above, LesseeLessor will not be obligated to offer the Premises to Lessee upon a sale to Mission West Properties or its affiliates or if sale is part of a sale of multiple properties owned or controlled by Lessor or Lessor's Right affiliates. In the event of First Offer a sale to Purchase herein a party other than Mission West Properties or its affiliates as stated in this paragraph, thereafter Section 31 shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43void.

Right of First Offer to Purchase. Prior to Lessor accepting any offer In the event that Landlord intends to sell Premises or any part thereofthe Project to an unrelated third party in a bona fide transaction (except as set forth in Section 33.3 below), Lessor Landlord shall give Lessee written deliver a notice of such offer to Tenant ("ROFO Notice") indicating the specific sale price and Lessee all material terms upon which Landlord intends to sell the Project. Tenant shall have the opportunity right ("ROFO Option"), within fifteen (15) days after receipt ofthe ROFONotice, to exercise, by written notice to Landlord, its ROFO Option to purchase the Premises or the part thereof offered for sale Project on the same terms and conditions as set forth in the ROFO Notice. If Tenant does not give Landlord notice in writing within said fifteen (15) 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 notice ROFO Notice, including a sale price of offernot 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 request ofLandlord, Tenant shall acknowledge in writing that it has not exercised its ROFO Option. Lessee In the event that the final negotiated third party sale price is less than ninety percent (90%) of .the price set forth in the ROFO Notice, Landlord shall notify Tenant, in writing, of the actual negotiated sale price ("Revised ROFO Notice") and Tenant shall have the optionright, which may be exercised within ten (10) business days after receipt of-such Revised ROFO Notice, to exercise, by written notice to Lessor at any time within fifteen (15) days from Landlord, its ROFO Option to purchase the receipt of the Lessor's notice to sell 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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor must re-offer the Premises or portion thereof Project on the same terms and conditions offered to as set forth in the third party purchaser Revised ROFO Notice. In the event that Tenant does not give Landlord notice in writing within said ten ("Lessor's Second Notice"). Lessee shall have five (510) 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 conditionsday period, Lessor then Landlord shall thereafter be entitled free to sell the Premises or portion thereof Project to the a third party on materially the same terms and conditions set forth in Lessorthe Revised ROFO Notice, and, in such event, (i) Tenant's Second Notice or on other terms rights hereunder shall terminate, and conditions at least (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 favorable to Lessor as said terms provided above, then the ROFO Option shall be fully reinstated and conditions in Lessor's Second Notice for a period of 270 days. After 270 days Lessee's Right of First Offer to Purchase the Project shall again be subject to the ROFO Option. This is a one (I) time right of first offer to purchase and, in effect for the Premises or portion thereof. Notwithstanding the event that Tenant does not exercise its ROFO Option, as provided above, Lessee's Right of First Offer to Purchase herein the ROFO Option shall terminate and be null ofno further force and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43effect.

Right of First Offer to Purchase. Prior So long as the Lease is in full force and effect, Tenant has not committed a default under the Lease beyond applicable cure periods at any time during the term of the Lease, and no default has occurred and is then continuing, Landlord hereby grants to Lessor accepting any Tenant a right of first offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have (the opportunity “Purchase Offer”) to purchase the Premises or the part thereof offered for sale on Building, subject to the terms and conditions set forth herein. (a) The term of the Purchase Offer shall commence on the date hereof and shall continue through and including October 31, 2008, unless sooner terminated pursuant to the terms hereof. Notwithstanding anything contained in this Section 20 to the contrary, in the event the Lease is terminated or expires prior to the exercise of the Purchase Offer by Tenant, then the Purchase Offer shall terminate. (b) Prior to offering the Building for sale to a third party, Landlord shall deliver to Tenant a written notice that Landlord intends to explore the sale of offerthe Building (the “Notice to Sell”), which Notice to Sell shall specify, among other things, the purchase price for the Building and the terms of payment that Landlord is willing to accept (the “Purchase Price”) and the closing date. Lessee Tenant shall have the option, which may be exercised by written notice to Lessor at any time within fifteen five (155) days from the after receipt of the Lessor's notice Notice to sell Premises or portion thereof specified in Sell to deliver an offer to Landlord offering to purchase the notice Building (the “Notice of Intent to Lessee. If Lessee fails to exercise its option within Purchase”) for the 15-day period, Lessor shall have 270 days thereafter to sell the Premises or portion thereof in the notice, but in no case Purchase Price and on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor Notice to Sell. The negotiation and execution of a mutually acceptable purchase and sale agreement must re-offer occur no more than fifteen (15) calendar days after the Premises date on which Tenant gives Landlord the Notice of Intent to Purchase. (c) If Tenant fails or portion thereof on elects not to give timely the same terms and conditions offered Notice of Intent to the third party purchaser ("Lessor's Second Notice"). Lessee shall have Purchase within said five (5) business day period, or if for any reason a mutually acceptable purchase and sale agreement is not executed, delivered and accepted by and between Landlord and Tenant within fifteen (15) calendar days from Lessee's receipt after the date on which Tenant gives Landlord the Notice of Lessor's Second Notice Intent to elect Purchase, then this Purchase Offer shall terminate and Landlord may proceed to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled offer to sell the Premises Building, and may thereafter sell the Building, without any longer being subject to this Purchase Offer or portion thereof Tenant’s rights under this Section 20. (d) The following transactions by Landlord shall be excluded from the Purchase Offer: (i) A transfer of the Building to an entity controlled by Landlord. (ii) A transfer of the Building to a development authority or other governmental or quasi-governmental agency. (iii) A sale of the Building by foreclosure or transfer in lieu of foreclosure of a mortgage, deed of trust or deed to secure debt loan. (iv) A sale of the Building to the third party on appropriate condemning authority pursuant to eminent domain or under threat of eminent domain. (v) A sale of the terms and conditions set forth Building as part of a portfolio sale of one or more properties in Lessor's Second Notice or on other terms and conditions at least addition to the Building. (vi) If Landlord creates a security interest in the Building as favorable to Lessor as said terms and conditions in Lessor's Second Notice collateral for a period loan. (e) This Purchase Offer is personal to TRX, Inc. and shall automatically terminate and be of 270 days. After 270 days Lessee's Right no further force and effect if TRX, Inc. assigns or sublets all or any portion of First Offer its interest in this Lease, other than an assignment of all of this Lease to Purchase shall again be in effect for the Premises or portion thereof. parent company of TRX, Inc. (f) Notwithstanding anything to the contrary contained above, Lessee's Right TRX, Inc. shall have the right to designate its parent company as the buyer of First the Building pursuant to TRX’s exercise of this Purchase Offer. (g) This Purchase Offer to Purchase herein shall be null and void and terminate if Tenant is a holdover Tenant pursuant to Paragraph 30.01 of the sale Lease at the time Landlord is required to give Tenant the Notice to Sell or at the time Tenant gives Landlord the Notice of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43Intent to Purchase.

Right of First Offer to Purchase. Prior In the event Landlord elects to Lessor accepting sell the Project or the Office Building, if the Office Building has been subdivided as a separate tax parcel (in either case, the “ROFO Property”) at any time prior to the 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 Right of First 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 has the right to 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 Premises or any part thereofthe ROFO Property, Lessor shall give Lessee 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 such offer and Lessee shall have the opportunity its desire to purchase the Premises or the part thereof offered for sale ROFO Property (“ROFO Notice”) on the terms and conditions set forth in the notice of offerLandlord’s Notice. Lessee shall have the option, which may be exercised by written If Tenant does not provide said notice to Lessor at any time Landlord within fifteen the twenty-one (1521) 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 from the of receipt of the Lessor's notice ROFO Notice, the Landlord and Tenant must: (a) enter into a purchase agreement reasonably acceptable to sell Premises or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day periodboth parties, 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 sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than which will include the terms and conditions contained in Landlord’s Notice (and those contingencies set forth in the above offernext 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, 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 or in the event any contingency stated in the purchase agreement is not satisfied. 1. Landlord acknowledges and agrees that the purchase agreement under this Article 58.1 will include broad contingencies for financing and all due diligence related matters (except the title and survey provision will only afford Tenant the right to object to any survey or title matter evidenced in an updated survey and/or title insurance commitment (to be completed at Tenant’s cost), excluding any lien, encumbrance or title/survey matter caused by Tenant), to be satisfied in Tenant’s discretion, and if not so satisfied, then Lessor must re-offer Tenant shall have the Premises or portion thereof on right to terminate the same terms purchase agreement and conditions offered receive a full refund of all Xxxxxxx Money paid. Tenant’s Right of First Offer hereunder will terminate: (i) upon termination of this Lease, (ii) in the event Tenant does not exercise its Right of First Offer hereunder (subject to the third party purchaser to the last paragraph of this Article 58.1), or ("Lessor's Second iii) the last day of the Initial Term, if Tenant’s Right of First Offer has not been exercised as required herein. If Landlord and Tenant are unable to mutually agree upon the terms of the purchase agreement (that are not contained in the Landlord’s Notice")) or otherwise have failed to enter into a purchase agreement within forty-five (45) days after Landlord’s Notice to Tenant, then the points of disagreement and any other unresolved issues (collectively, the “Open Issues”) shall be submitted to arbitration for purposes of determining whether Landlord’s or Tenant’s position on any given Open Issue is the more reasonable position. Lessee The Open Issues will not include any term in the Landlord’s Notice. The arbitrator shall also have the right to impose compromise positions to resolve the Open Issues if the arbitrator determines the compromise position to be the most reasonable position. The arbitrator shall be selected in accordance with the procedures set forth in the “Fair Market Rent” section of Exhibit A hereto; provided, however, that rather than having commercial leasing experience, the arbitrator shall be required to be a lawyer having at least 15 years of experience in representing parties in the sale and purchase of multi-tenant commercial property in the Minneapolis-St. Xxxx metropolitan area, and who shall in all respects be an impartial and disinterested party. The decision of the arbitrator shall be final, conclusive and binding on the parties, but the powers of the arbitrator are expressly limited to the resolution of the Open Issues; the arbitrator shall have no power to otherwise reform, supplement or modify the purchase agreement. Landlord and Tenant shall share equally in the costs and expenses of such arbitration, and each shall separately pay its own attorney’s fees and expenses, unless the arbitrator finds that one of the parties did not act in good faith in connection with the Open Issues or the conduct of the arbitration proceeding, in which case the arbitrator may award all or part of said costs, expenses and fees to the other party. If the closing date is delayed as a result of delays in entering into the purchase agreement, including, but not limited to, delays in connection with arbitration, then the parties agree to close on the purchase and sale of the ROFO Property within ninety (90) days after mutual execution of the final purchase agreement, or on such other date as is mutually agreed upon by Landlord and Tenant. At all times after entering into the purchase agreement, Tenant shall have the right to perform tests and inspections and other due diligence in connection with the potential or proposed acquisition of the ROFO Property, including, but not limited to, tests, inspections, examinations, assessments and surveys, and Landlord shall reasonably cooperate in connection therewith. Within five (5) business days from Lessee's after any request of Tenant, following Tenant’s receipt of Lessor's Second Notice Landlord’s Notice, and Tenant’s execution of a commercially reasonable confidentiality agreement, Landlord shall deliver to elect Tenant true and complete copies of all materials, documents and information in Landlord’s possession or reasonable control regarding the ROFO Property, including, but not limited to the documents and materials described on Exhibit P attached hereto. The confidentiality agreement will contain carve-outs for appropriate disclosure to Tenant’s accountants, lawyers and prospective lenders. Tenant shall indemnify, defend and hold Landlord harmless from and against loss or damage to the extent caused by Tenant’s negligence or willful misconduct in connection with performing any such tests, inspections or other due diligence, which indemnification obligations survive the termination of this Lease or the Purchase Agreement. Except as otherwise set forth in this Article 58.1, Landlord shall be responsible for any Reimbursement Upon Sale Obligation (as defined in Section 5 of that certain Assessment Agreement dated September 4, 2007 by and between Landlord and the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the “HRA”)), and Landlord shall pay the same to the HRA out of Landlord’s closing proceeds. On or before the closing date, if applicable, Landlord shall obtain a written certification by the HRA to Landlord and Tenant of the required amount of the Reimbursement Upon Sale Obligation so that Tenant is able to verify that it is paid out of closing proceeds. The third sentence of Section 5 of said Assessment Agreement (requiring the present value of the remaining TIF payments to be added to the gross sales price) shall not apply to cause the purchase Premises or portion thereofprice payable by Tenant to Landlord to increase. If Lessee The effect of said third sentence is solely to determine Landlord’s internal rate of return for other purposes under said Assessment Agreement. The terms of this paragraph shall be included in the purchase agreement to be entered into by Landlord and Tenant. Notwithstanding anything in this paragraph to the contrary, the purchase agreement will require Tenant to assume the Reimbursement Upon Sale Obligation, if required in the Landlord’s Notice. 1. The right of first offer in favor of Tenant shall be deemed to be a continuing right of first offer. As such, if Landlord delivers a right of first offer notice to Tenant under this Article 58.1, Tenant declines to exercise the right of first offer, and Landlord does not respond close on the sale of the ROFO Property within one (1) year after Landlord has delivered the right of first offer notice to Tenant, then Landlord must again offer the ROFO Property to Tenant pursuant to the procedures set forth in writing accepting all terms and conditionsthis Article 58.1 before Landlord may offer the ROFO Property to any third party buyer. Any offer made by any third party buyer for the ROFO Property, Lessor which offer Landlord desires to accept, shall thereafter be entitled give Tenant the same rights hereunder as any offer or proposal to sell the Premises or portion thereof ROFO Property by Landlord to a third party. Notwithstanding anything to the third party on contrary herein, Tenant will have no right to purchase 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 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights ROFO Property under this Section 43Article 58.1 resulting from the transfer, sale, conveyance or disposition of any membership, corporate or partnership interest in Landlord to any party.