Common use of Right of First Offer Clause in Contracts

Right of First Offer. Lessor hereby grants to Lessee, a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Term.

Right of First Offer. Lessor hereby grants to Lessee(a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing Shareholder (the “First Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) from time thereof to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall describe the First Offer Space which is the subject set forth all of the proposal material terms and conditions, including the number of Securities proposed to be sold (the “Proposal SpaceOffered Securities”) and shall set forth the terms and conditions (including the proposed lease termpurchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in the proposal (collectivelySection 3.07(b) is met, the “Terms”). If Lessee wishes Other Shareholder shall have the right and option to exercise Lessee’s right of first offer with respect to notify the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt Prospective Seller of the First Offer Notice by Lessee Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election NoticeTag Along Offer”) pursuant to which Lessee Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall elect either to take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) lease deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the Proposal Space described purchase price contained in the First Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Notice upon Period to purchase all the Terms set forth in the First Offer Notice, Offered Securities or (ii) refuse the Other Shareholder shall have failed to lease such space identified in the First Offer Notice. If Lessor does not receive consummate a response from Lessee in writing purchase of Securities with respect to Lessor’s First Offer which a Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that of Acceptance was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same asgiven, the Terms offered to Lessee, but Prospective Seller shall not be more economically favorable by more than five percent obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee TermsUnaccepted Securities”) for to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period of (up to twelve (12the maximum period permitted by applicable Law) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall as would be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee required under the Sublease HSR Act or other applicable Law, and may only be exercised if Lessee occupies (B) at a price not less than seventy-five percent (75%) of the Premises then under Offer Price included in the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermOffer Notice.

Right of First Offer. Lessor hereby grants (a) If the Investor proposes to Lesseesell (which term shall include any disposition) any Shares or any Warrant Shares (the "Securities") in a Covered Sale (as hereinafter defined), a right the Investor will give written notice to the Company (the "Transfer Notice") of first offer with respect the number of Securities the Investor proposes to any space that Lessor determines sell in Covered Sales during the 90-day period (the "Notice Period") commencing on the date of the Investor's delivery of the Transfer Notice (the "Delivery Date") and the price per share at which the Investor proposes to offer for lease sell such Securities. The Company shall have the right, during the 10-day period commencing on the Delivery Date, to purchase all, but not less than all, of the Securities described in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in Transfer Notice at the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) price per share set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect Transfer Notice by delivery to the subject Proposal Space Investor of (i) the Company's written irrevocable agreement to purchase all of such Securities at such price per share and (ii) payment in immediately available funds of the aggregate purchase price for such Securities to such account or accounts as shall be designated by the Investor. The right described in the First Offer Notice, then within five (5) business days after receipt of preceding sentence shall terminate if the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space agreement and purchase price described in the First Offer preceding sentence are not received by the Investor prior to 4:00 p.m. New York City time on the 10th day immediately following the Delivery Date. If the Company does not exercise its right as hereinabove set forth within such 10-day period, the Investor may sell all or any portion of the Securities described in the Transfer Notice upon to any purchaser for a price per share equal to or in excess of the Terms price set forth in the First Offer Transfer Notice. If, at the end of the Notice Period, the Investor has not completed such sales, the Investor shall no longer be permitted to sell such Securities in a Covered Transaction without again complying with all of the provisions of this Section. Notwithstanding the foregoing, the Investor may at any time amend, supplement or revise any information set forth in any previously delivered Transfer Notice by delivering an amended Transfer Notice to the Company, in which event the 10- and 90- day periods described above shall recommence from the date of Investor's delivery of such amended Transfer Notice to the Company. (b) As used in this Section, "Covered Sale" shall mean any sale of Securities by the Investor other than (i) a sale to an Affiliate of the Investor or (ii) refuse to lease such space identified in a transfer that is registered under the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space Securities Act or effected pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee Rule 144 under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermSecurities Act.

Right of First Offer. Lessor hereby grants to Lessee(a) If QDRF (for purposes of this Section 4.1, a right “Selling Stockholder”) proposes to transfer (unless the proposed transfer is a Permitted Transfer or a transfer pursuant to such Selling Stockholder’s “tag-along” rights under Section 4.2, in which case the following provisions need not be complied with) all or any portion of first offer with respect its Common Shares (the number of Common Shares proposed to any space that Lessor determines to offer for lease in be transferred by the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelySelling Stockholder, the “First Offer SpaceSubject Securities”). Lessor , the Selling Stockholder shall notify Lessee in writing deliver a notice of intention to sell (a “Sale Notice”) to POI Acquisition (the “First Offer NoticeOfferee Stockholder”) from time setting forth the number of Subject Securities proposed to time when Lessor proposes be transferred, an irrevocable offer to offer any First Offer Space for lease. The First Offer Notice shall describe sell such Subject Securities to the First Offer Space which is the subject of the proposal (“Proposal Space”) Offeree Stockholder and shall set forth the terms and conditions pursuant to which the Selling Stockholder is offering to sell such Subject Securities. (including b) Upon receipt of a Sale Notice, the proposed lease term) set forth Offeree Stockholder shall have the right to elect to purchase at the price and on the terms and conditions stated in the proposal Sale Notice, all, but not less than all, of the Subject Securities (collectivelyas allocated among the Offeree Stockholder in their discretion). In the event that the Offeree Stockholder elects to purchase all of the Subject Securities, the Offeree Stockholder shall so notify the Selling Stockholder within 20 days (the “TermsOption Period”)) after the receipt by such party of the Sale Notice. Any such election shall be made by written notice (a “Notice of Election”) to the Selling Stockholder. (c) If Lessee wishes to exercise Lessee’s right a Notice of first offer Election with respect to the subject Proposal Space described Subject Securities shall have been delivered to the Selling Stockholder, the Selling Stockholder shall sell such Subject Securities to the Offeree Stockholder designated in the First Offer Notice of Election at the price and on the terms and conditions stated in the Sale Notice. (d) The closing of the sale of Subject Securities to the Offeree Stockholder shall take place at the offices of the Company, then within five or such other location as the parties to the sale may mutually select, on a date the parties may mutually select, no later than 30 days following the expiration of the Option Period (5) business days after or upon the expiration of such longer period required to obtain any necessary regulatory approvals). At such closing, the Selling Stockholder shall deliver a certificate or certificates for the Subject Securities to be sold, accompanied by stock powers with signatures guaranteed and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the First Offer Notice purchase price therefor by Lessee certified or official bank check or by wire transfer of immediately available funds. (e) If the “Election Date”Offeree Stockholder (and/or its assignee(s), Lessee shall deliver written notice ) does not elect to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease purchase all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice Subject Securities by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject end of the First Offer Notice Option Period, such Subject Securities may be sold to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) Person for a period of up 180 days following the expiration of the Option Period at a price not lower than the price specified in the Sale Notice and on other terms and conditions not more favorable to twelve the purchaser than those specified in the Sale Notice. Any Subject Securities not sold by such 180th day shall again be subject to the restrictions contained in this Section 4.1. (12f) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor The Offeree Stockholder shall be obligated entitled to again deliver a First Offer Notice assign any or all of their rights under this Section 4.1 to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termother Person.

Right of First Offer. Lessor hereby grants In the event the Owner Participant desires to Lesseesell, lease, convey or otherwise transfer some or all of its Beneficial Interest other than to an Affiliate of the Owner Participant (other than in connection with the exercise of remedies following a right Lease Event of Default) prior to the expiration of the Facility Lease Term, the Owner Participant must first offer with respect to any space that Lessor determines sell such Beneficial Interest to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined Facility Lessee on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions set forth in this Section 16.1. Such offer shall be made to the Facility Lessee in the form of a proposed term sheet, which proposed term sheet shall include an outline of the price and of the terms, conditions and provisions upon which the Owner Participant would be willing to transfer such Beneficial Interest or any part thereof. The Facility Lessee will thereafter have the right within a period of forty-five (including 45) days from and after the receipt by the Facility Lessee of such proposed lease termterm sheet to notify the Owner Participant of its intent to exercise its right to purchase hereunder. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it shall within sixty (60) days of such notice purchase, and the Owner Participant shall sell, the Beneficial Interest on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the forty-five (45) day period or does not purchase the Beneficial Interest within sixty (60) days of such notice, the Owner Participant will be free to so sell, lease, convey or otherwise transfer such Beneficial Interest, or a portion thereof, at a price no less than the price set forth in the proposal (collectivelyproposed term sheet and on terms and conditions, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect taken as a whole, that, other than in an immaterial respect, are no less favorable to the subject Proposal Space described in Owner Participant than the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms terms and conditions set forth in the First Offer Noticeproposed term sheet, unless the failure to purchase the Beneficial Interest within sixty (60) days is attributable to the Owner Participant. In the event that the terms or (ii) refuse conditions are revised in any way that the price is reduced or any of the other terms and conditions thereof, taken as a whole change the agreement for sale, lease, conveyance or transfer such that the terms and conditions of any such subsequent transaction are less favorable, other than in an immaterial respect, to lease such space identified the Owner Participant, the Owner Participant must again comply with the notice and acceptance provisions of this Section 16.1. It is understood and agreed among the parties hereto that the transaction contemplated by this Section 16.1 shall not effect a merger of the Facility Lessee’s ownership interest in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Facility and the Facility Site with the Owner Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermInterest.

Right of First Offer. Lessor hereby grants to LesseeSo long as this Agreement is still in full force and effect, AIR will have a right of first offer with respect (a “ROFO”) on the direct or indirect transfer (other than any Excluded Transaction) of any real property that is to be acquired (directly by deed or indirectly by equity interests in any space entity that Lessor determines to offer for lease in directly or indirectly owns or controls such property) by DevCo or any of its Subsidiaries after the Effective Date, provided that such property has achieved Stabilization (any such property, a “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer SpaceROFO Property”). Lessor shall notify Lessee For the avoidance of doubt, no ROFO will apply to any such transfers in writing respect of any right, title or interest in, to or under, or any rights to acquire, (i) the Parkmerced Loan, (ii) the Parkmerced Option Agreement, (iii) any ownership interest in Parkmerced Investors, LLC, a Delaware limited liability company, (iv) the Seed Properties or (v) the Contributed Properties. In the event DevCo intends to acquire any ROFO Property, DevCo will send AIR a written notice (a “First Offer ROFO Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe detailing the First Offer Space which is the subject material terms of the proposal (“Proposal Space”) and shall set forth intended acquisition of the terms and conditions ROFO Property (including the proposed lease termcontract price and closing date (to be no later than one hundred eighty (180) days from the date of the ROFO Notice), upon receipt of which AIR will have thirty (30) days to notify DevCo in writing whether or not it intends to proceed with the purchase of the ROFO Property in accordance with the terms set forth in the proposal (collectively, the “Terms”)ROFO Notice. If Lessee wishes AIR timely delivers a written notice to exercise Lessee’s right of first offer DevCo that it will proceed with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt transfer of the First Offer Notice by Lessee ROFO Property (the an “Election DateAcceptance Notice”), Lessee shall deliver written notice DevCo may designate AIR (or AIR’s designee) to Lessor (“Lesseetake title to such ROFO Property on DevCo’s Election Notice”) pursuant behalf directly as DevCo’s designee concurrently with what would have been the consummation of DevCo’s acquisition of such ROFO Property. If AIR declines to which Lessee shall elect either timely exercise its ROFO or fails to (i) lease all timely notify DevCo that it wishes to proceed to a sale of the Proposal Space described in ROFO Property, DevCo may proceed to acquire the First Offer Notice upon ROFO Property from the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease seller (subject to applicable notice the terms hereof), provided that any such acquisition shall be for a gross purchase price of no less than the contract price which DevCo has agreed to pay the third party seller of such ROFO Property; and cure periodsif the acquisition of such ROFO Property with such third party has not been consummated on all such terms within one hundred eighty (180) days of AIR so declining (or having been deemed to so decline), if any) more than twice the ROFO will be reinstated in any twelve (12) month period during accordance with the Termterms hereof.

Right of First Offer. Lessor hereby grants (a) Promptly after determining that Shipper expects to Lesseeundertake or participate in any development, drilling and production activities on the ROFO Properties that has not been included in a Development Report, Shipper must deliver a notice of such planned development, drilling and production activities, including the information required to be provided in a Development Report set forth in Section 3.1(b)(i) through Section 3.1(b)(vi) (each, a right “ROFO Notice”) (b) Gatherer shall have 45 Days following receipt of first a Development Report or a ROFO Notice to make an offer to Shipper to provide Gathering Services with respect to any space that Lessor determines some or all of the ROFO Properties covered in such Development Report or ROFO Notice (the “Subject ROFO Properties”). If Gatherer elects to offer make an offer, Gatherer shall, on or before 45 days following Gatherer’s receipt of a Development Report or a ROFO Notice, deliver to Shipper a notice (the “ROFO Offer”) setting forth: (i) the proposed Fees for lease the Gathering Services to be provided; (ii) the existing operations, under construction or planned Facility Segments needed to provide Gathering Services to the Subject ROFO Properties; (iii) the schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the planned well pads and xxxxx included in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights ROFO Offer; and which are located (iv) the estimated budget amounts for the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the planned well pads and xxxxx included in the area bordered ROFO Offer. (c) Within 30 Days following receipt of Gatherer’s ROFO Offer, Shipper shall notify Gatherer whether or not it accepts Gatherer’s ROFO Offer; provided that the failure of Shipper to timely notify Gatherer of its acceptance of Gatherer’s ROFO Offer shall be deemed a rejection by RoselleShipper of such ROFO Offer. For the avoidance of doubt, Flintkote, Dunhill and Estuary Streets Shipper shall be under no obligation to accept any ROFO Offer from Gatherer. (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made d) If Shipper accepts a part hereof ROFO Offer (collectivelysuch ROFO Properties described in an accepted ROFO Offer, the “First Offer SpaceDedicated ROFO Properties”). Lessor shall notify Lessee in writing , then (the “First Offer Notice”i) from time Shipper will be deemed to time have (A) dedicated and committed to deliver to Gatherer under this Agreement, as and when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject produced all of the proposal Gas and/or Liquid Condensate, as applicable, owned by Shipper thereafter produced during the Term from Dedicated ROFO Properties and (“Proposal Space”B) committed to deliver to Gatherer under this Agreement, as and shall set forth when produced, all of Third Party Gas and/or Liquid Condensate, as applicable, under the Control of Shipper that is thereafter produced during the Term from the lands covered by such Dedicated ROFO Properties and (ii) the Parties will amend this Agreement to incorporate the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termaccepted ROFO Offer.

Right of First Offer. Lessor hereby grants to LesseeFor so long as the Non-Managing Member is a Member of the Company, Managing Member shall have a right of first offer (“ROFO”) to invest or otherwise participate in all joint ventured investments of Non-Managing Member with respect to any space that Lessor determines to offer for lease in Real Estate Investment Trust (REIT) which also involve the ownership or operation of assisted living or memory care facilities (an “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer SpaceInvestment Opportunity”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee Non-Managing Member shall deliver written notice to Lessor Managing Member of any Investment Opportunity, which details the terms and conditions of the Investment Opportunity. Managing Member shall have fifteen (15) Business Days from receipt of such notice to notify the Non-Managing Member of Managing Member’s intent to exercise the ROFO with respect to the Investment Opportunity. Failure to respond to the Non-Managing Member within the fifteen (15) Business Day period referenced in the immediately preceding sentence shall terminate Managing Member’s ROFO with respect to that Investment Opportunity, at which point the Non-Managing Member shall be entitled to offer the Investment Opportunity to any and all third parties on terms and conditions substantially similar to those presented to the Managing Member. Notwithstanding Managing Members failure to exercise the ROFO with respect to an Investment Opportunity, in no event shall the Non-Managing Member be entitled to pursue an Investment Opportunity which otherwise violates the non-compete provisions of Section 6.5 of this Agreement. Notwithstanding the foregoing, Managing Member acknowledges that Non-Managing Member’s obligations under this Section 6.7 shall be subject to its obligations to SHACT Group, LLC, a California limited liability company (“Lessee’s Election NoticeSenior ROFO Party”) pursuant existing prior to May 7, 2012 and, with respect thereto and any Investment Opportunities (but only such Investment Opportunities) which Lessee must first be presented to Senior ROFO Party, Managing Members’ rights under this Section 6.7 shall elect either only apply to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected Investment Opportunities that Senior ROFO Party elects not to lease the Proposal Space pursuant participate in. The preceding sentence in no way effects Managing Member’s rights otherwise provided in this Section 6.7 with respect to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) any Investment Opportunities that are not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice Non-Managing Member’s obligations to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but Senior ROFO Party. The provisions of this Section 6.7 shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for apply following a period Change of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery Control of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermManaging Member.

Right of First Offer. Lessor hereby grants to Lessee, a right (a) If the Borrower or any Subsidiary contemplates undertaking an issuance of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets Indebtedness (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]other than (x) Indebtedness permitted under Section 8.03(a), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyc), (d), (e), (f), (j), (k) or (m) or (y) Indebtedness in an aggregate principal amount below the Threshold Amount), then, not less than thirty (30) Business Days prior to the proposed date of such issuance, the Borrower shall provide written notice (a “First Offer SpaceDebt Issuance Notice”). Lessor ) thereof to the Lenders, and shall notify Lessee in writing deliver promptly to the Lenders such information concerning such issuance as the Lenders may reasonably request. (b) For a period of twenty (20) Business Days (the “First Offer NoticeExclusivity Period”) from time after receipt by the Lenders of a Debt Issuance Notice, the Lenders shall have the exclusive option, but not the obligation, to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe propose the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the material terms and conditions (including the proposed lease term“Proposed Terms”) set under which they would be willing to provide such Indebtedness by delivering written notice (a “Proposed Term Sheet”) thereof to the Borrower, setting forth such Proposed Terms. Failure by the Lenders to deliver a Proposed Term Sheet within the applicable Exclusivity Period shall be deemed an election by the Lenders not to provide such Indebtedness. If the Lenders deliver a Proposed Term Sheet to the Borrower that purports to provide not less than the aggregate amount of financing contemplated by the issuance contemplated in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Debt Issuance Notice, then within neither the Borrower nor any Subsidiary may then undertake any such issuance with any other Person unless such issuance with such other Person (x) includes financial covenants and events of default and other terms including amortization, mandatory prepayments and maturity dates that are more favorable (taken as a whole) to the Borrower and its Subsidiaries than the Indebtedness contemplated by the Proposed Term Sheet (such determination to be made by the Borrower in good faith) and (y) has an All-In-Yield that is less than the All-In-Yield of the Indebtedness contemplated by the Proposed Term Sheet; provided, that, prior to undertaking any such issuance with any other Person, the Borrower or such Subsidiary shall provide the Lenders with at least ten (10) Business Days’ notice thereof (and such information with respect thereto as the Lenders shall reasonably request) and afford the Lenders a period of five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice Business Days thereafter to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive propose a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant Proposed Term Sheet containing economic terms at least as favorable to the Terms (“Declined Proposal Space”). If Lessee elects (Borrower or is deemed to have elected) not to lease such Subsidiary as the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermIndebtedness.

Right of First Offer. Lessor hereby grants In the event that a Party (for the purpose of this Section 8, the “Seller”) should decide that it wishes to Lesseesell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, a other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any space that Lessor determines offer of the Lot is made to offer for lease third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease prior written consent of the Buyer hereto or sublease rights and which are located otherwise in strict compliance with the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation provisions of this Section 8. For the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelypurposes of this Section 8, the “First Offer Space”). Lessor Purchase Price” shall notify Lessee in writing mean such amount as is designated by the Seller (the “First Offer NoticeSeller’s Offer”) from time in a written notice to time when Lessor proposes the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) Seller than those set forth in the proposal (collectively, the “Terms”)Seller’s Offer. If Lessee wishes to exercise Lesseethe Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s right lack of first acceptance of Seller’s offer with respect on terms no less favorable to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms Seller than are set forth in the First Offer NoticeSeller’s Offer, any sale of the Sale Lot or (ii) refuse any part thereof shall again be subject to lease such space identified all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the First Offer Noticesale to any third party by the Seller of a Sale Lot. If Lessor does not receive the Seller has strictly complied with the terms of this Section 8, at the Seller’s written request in connection with the closing of a response from Lessee sale of a Sale Lot, the Buyer shall affirm in writing to Lessor’s First Offer Notice by any interested party that the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on Seller has complied with the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termthis Section 8.

Right of First Offer. Lessor hereby grants to Lessee(a) For a period of two (2) years after the Effective Date, if Lilly or a right of first Lilly Subsidiary receives a written offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made from a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing Third Party (the “First Offer NoticeLilly Offeror”) from time that is mainly in the Animal Health Field requesting any right or license to time when Lessor proposes to offer research, develop, use, manufacture, have manufactured, sell, have sold, import, export or otherwise commercialize or exploit products or services that embody or utilize any First Offer Space for lease. The First Offer Notice Intellectual Property Rights and Technology owned by Lilly or a Lilly Subsidiary (the “Lilly Intellectual Property”) anywhere in the Territory (a “Lilly Offer”), Lilly shall describe provide Elanco with written notice of the First Offer Space which existence thereof, identifying the relevant Lilly Intellectual Property that is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsLilly Offer; provided, however, if Lessor fails that Lilly shall not be under any obligation to enter into provide Elanco with any notice as to whether such Lilly Offer is intended for commercialization within the Lilly Field. Elanco shall have the right to elect to negotiate exclusively with Lilly (for a lease reasonable period of time to be agreed by the Parties following Lilly’s receipt of such election) for the Declined Proposal Space on right or license to research, develop, use, manufacture, have manufactured, sell, have sold, import, export or otherwise commercialize or exploit products or services that embody or utilize such Lilly Intellectual Property in the terms Animal Health Field and anywhere in the Territory. (b) For a period of two (2) years after the Effective Date, if Elanco or an Elanco Subsidiary receives a written offer from a Third Party (the “Elanco Offeror”) requesting any right or license to research, develop, use, manufacture, have manufactured, sell, have sold, import, export or otherwise commercialize or exploit products or services that are within embody or utilize any Intellectual Property Rights and Technology owned by Elanco or an Elanco Subsidiary (the Allowed Non-Lessee Terms within “Elanco Intellectual Property”) in the next twelve Lilly Field and anywhere in the Territory (12) monthsan “Elanco Offer”), or desires to lease Elanco shall provide Lilly with written notice of the existence thereof, identifying the relevant Elanco Intellectual Property that is the subject of such space on terms other than tile Allowed Non-Lessee Terms, then Lessor Elanco Offer. Lilly shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on have the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease elect to negotiate exclusively with Elanco (for a reasonable period of time to be agreed by the First Offer Space as set forth herein including by delivery Parties following Elanco’s receipt of Lessee’s Election Notice not later than such election) for the Election Dateright or license to research, then Lessor develop, use, manufacture, have manufactured, sell, have sold, import, export or otherwise commercialize or exploit products or services that embody or utilize such Elanco Intellectual Property in the Lilly Field and Lessee shall execute an amendment to anywhere in the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermTerritory.

Right of First Offer. Lessor hereby grants If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to Lesseesell all of the Premises to a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to offering the Premises for sale to third parties, Landlord shall notify Tenant of Landlord’s desire to sell the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing to sell the Premises, however, any such terms and conditions shall serve only as a basis for further negotiations and shall not be binding on either party unless and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and Txxxxx. Tenant shall have fifteen (15) days following the date of such notice within which to notify Landlord of Tenant’s desire to purchase the Premises. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall have thirty (30) days following the date of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale of the Premises to Tenant and to enter into a binding written purchase agreement for the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights shall thereupon expire and which are located in the area bordered by Roselle, Flintkote, Dunhill be of no further force and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”)effect. Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s This right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt shall not survive a sale of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space Premises to a third party on the terms upon which Lessor then desires and shall not survive expiration or termination of this Lease. This provision shall not apply to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery any lender who is not an owner or affiliate of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment Landlord who accepts a deed to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable Premises from Landlord in lieu of foreclosure or to such Proposal Space. Lesseeany sale in foreclosure of said lender’s right mortgage or exercise of first offer a power of sale by a trustee under a deed of trust in which said lender is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termbeneficiary.

Right of First Offer. Lessor hereby grants to Lessee, (a) If a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing Partner (the “First Offer Selling Partner”) desires to Transfer all or any portion of the Selling Partner’s Interest (the “Offered Interest”) to any Person other than an Affiliate of the Selling Partner, the Selling Partner shall deliver to each of the other Partners (the “Non-Selling Partners”) a good faith offer (a “Sale Offer”) which shall include a form of acquisition agreement that specifies the form and amount of consideration to be received and the other material terms on which the Selling Partner proposes to Transfer the Offered Interest. (b) Any Non-Selling Partner interested in purchasing all of the Offered Interest shall so notify the Selling Partner by written notice (a “Purchase Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect delivered to the subject Proposal Space described in the First Offer Notice, then Selling Partner within five (5) business 20 days after such Partner’s receipt of the First Offer Notice by Lessee Sale Offer. (c) For a period of 60 days (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election NoticeNegotiation Period”) from the date of the Selling Partner’s receipt of the last Purchase Notice, the Selling Partner and any Non-Selling Partner that timely delivered a Purchase Notice to the Selling Partner shall negotiate in good faith regarding the purchase of the Offered Interest by such Non-Selling Partner. (d) If the Selling Partner and such Non-Selling Partner enter into a definitive agreement within the Negotiation Period for the Transfer of the Offered Interest, then the Non-Selling Partner shall acquire the Offered Interest pursuant to which Lessee the terms of such definitive agreement and the closing of such purchase and sale shall elect either take place within 90 days after the expiration of the Negotiation Period. The Offered Interest shall be sold by the Selling Partner and acquired by the purchasing Partner free and clear of any and all Liens, claims, encumbrances or other rights of third parties. If more than one Non-Selling Partner delivers a Purchase Notice to (i) lease the Selling Partner, each such Non-Selling Partner shall be entitled to acquire a pro rata portion of the Offered Interest determined by dividing such Non-Selling Partner’s Percentage Interest by the aggregate Percentage Interests of all of the Proposal Space described in Non-Selling Partners that timely delivered a Purchase Notice. (e) If (a) the First Offer Selling Partner and such Non-Selling Partner do not reach an agreement during the Negotiation Period regarding the Transfer of the Offered Interest to such Non-Selling Partner, (b) no Non-Selling Partner timely delivers a Purchase Notice upon to the Terms set forth in the First Offer NoticeSelling Partner, or (iic) refuse a definitive agreement is timely entered into but is subsequently terminated prior to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Noticeclosing, then Lessor the Selling Partner shall be free have 120 days to lease consummate the Declined Proposal Space that was the subject Transfer of the First Offer Notice Offered Interest to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsfinancially responsible third party; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease Selling Partner may not consummate any such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space Transfer to a third party on unless (i) the acquisition consideration to be paid by such third party is at least equal in value to the consideration set forth in the Sale Offer and (ii) the other terms and provisions of such sale are not materially more favorable to such third party than the terms upon which Lessor then desires to offer and provisions contained in the Proposal SpaceSale Offer. If Lessee properly exercises Lessee’s right the Selling Partner is unable to lease consummate the First Offer Space as set forth herein including by delivery Transfer of Lessee’s Election Notice not later than the Election DateOffered Interest to a third party within such 120 day period, then Lessor and Lessee the terms of this Section 8.3 shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termonce again apply.

Right of First Offer. Lessor hereby grants to Lessee, a right (a) If any Holder or group of first offer with respect to any space that Lessor determines to offer for lease Holders acting in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease concert (each or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67])collectively, as further outlined on Exhibit C attached hereto and made a part hereof (collectivelythe case may be, the “First Offer SpaceInitiating ROFO Seller”) proposes to Transfer to any ROFO Purchaser any Shares, in a single transaction or a series of related transactions (a “ROFO Sale”), then the Initiating ROFO Seller shall first furnish a written notice (the “ROFO Initiation Notice”) to the Company and the Warrant Agent. Lessor The ROFO Initiation Notice shall notify Lessee state the number and type of Shares the Initiating ROFO Seller intends to Transfer (the “ROFO Shares”), the proposed minimum cash purchase price therefor and a summary of the other terms of the proposed ROFO Sale. The Company shall promptly, but in writing no event later than five (5) Business Days, following receipt of the ROFO Initiation Notice provide such ROFO Initiation Notice to each Significant Person who is a Holder. (b) Each Significant Person shall have the right, for a period of twenty-two (22) Business Days after receipt by the Warrant Agent of the ROFO Initiation Notice (the “ROFO Period”), to agree to purchase up to its pro rata share of the ROFO Shares at the proposed minimum purchase price and on the other terms set forth in the ROFO Initiation Notice (the “First Offer Offer”). Such right shall be exercised by delivering a written notice (the “ROFO Notice”) from to the Company and the Initiating ROFO Seller within the ROFO Period specifying the number of ROFO Shares that such Significant Person agrees to purchase. If any Significant Person does not accept all or any part of its pro rata share of the ROFO Shares (the “Rejected ROFO Shares”), then, upon the expiration of the ROFO Period (or such earlier time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer period that all Significant Persons have delivered a ROFO Notice shall describe and there are Rejected ROFO Shares), all of the Significant Persons that accepted the First Offer Space which is in full shall have the subject right, for a period of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt Business Days following the date on which the Company provides notice (the “ROFO Period Expiration Notice”) to such Significant Persons that the ROFO Period has expired (or that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) (the “Reallotment Period”), to agree to purchase any or all of the Rejected ROFO Shares at the minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right shall be exercised by delivering a written notice to the Company and the Initiating ROFO Seller within the Reallotment Period specifying the number of Rejected ROFO Shares that such Significant Person agrees to purchase (the “Reallotment Notice”). The Company shall promptly, but in no event later than two (2) Business Days, following expiration of the ROFO Period (or such earlier time that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) provide the ROFO Period Expiration Notice to all Significant Persons who have accepted the First Offer. If the number of Rejected ROFO Shares accepted exceeds the number of Rejected ROFO Shares, then the Rejected ROFO Shares to be purchased shall be allocated pro rata among the Significant Persons who have delivered a Reallotment Notice, with no Significant Person being required to purchase more Shares than it has agreed to purchase (the “Reallocation Process”). (c) If either no Significant Person accepts the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease or not all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space ROFO Shares are accepted pursuant to the First Offer Noticeand the Significant Persons do not accept all of the Rejected ROFO Shares (the “Rejected Reallotment Shares”), then Lessor shall be free to lease then, upon the Declined Proposal Space that was expiration of (i) the subject of ROFO Period, if no Significant Person accepts the First Offer or (ii) the Reallotment Period (or such earlier time that all Significant Persons have delivered a Reallotment Notice and there are Rejected Reallotment Shares) if not all of the ROFO Shares are accepted pursuant to the First Offer, the Company shall have the right, for a period of seven (7) Business Days (the “Company ROFO Period”), to agree to purchase the ROFO Shares or the Rejected Reallotment Shares, as the case may be, at the proposed minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right shall be exercised by delivering a written notice to the Initiating ROFO Seller, the Warrant Agent and each Significant Person who is a Holder within the Company ROFO Period specifying the number of ROFO Shares or Rejected Reallotment Shares, as the case may be, that the Company agrees to purchase. (d) If effective acceptances are not received pursuant to Section 2.2(b) or 2.2(c) with respect to all of the ROFO Shares, then the Initiating ROFO Seller may Transfer to a ROFO Purchaser all of the ROFO Shares not so accepted (the “Remaining ROFO Shares”), at a price not less than the proposed minimum purchase price, and on terms not more favorable to the ROFO Purchaser than the other terms stated in the ROFO Initiation Notice; provided, that (i) such Transfer takes place within sixty (60) Business Days after the expiration of the Company ROFO Period (the “ROFO Sale Period”) and (ii) if the consideration to be paid in exchange for the Remaining ROFO Shares by a ROFO Purchaser pursuant to this Section 2.2(d) consists of or includes any person consideration other than cash, the Initiating ROFO Seller must provide to the Company and the Warrant Agent an appraisal of the non-cash consideration (as determined by a nationally recognized investment bank selected by the Board), providing that the non-cash consideration has a value that, when added with the cash consideration to be paid for the Remaining ROFO Shares, is at least equal to the minimum purchase price set forth in the ROFO Initiation Notice. The Company shall promptly, but in no event later than five (5) Business Days following receipt of such appraisal, deliver such appraisal to all Holders who are Significant Persons. If all or entity any part of the Remaining ROFO Shares are not Transferred by the Initiating ROFO Seller during the ROFO Sale Period, the right of the Initiating ROFO Seller to Transfer any such Remaining ROFO Shares shall expire and the obligations of this Section 2.2 with respect to such Remaining ROFO Shares shall be reinstated. (e) The acceptance by any Significant Person or the Company of any offer to purchase ROFO Shares contemplated by this Section 2.2 shall be irrevocable, and the Significant Person or the Company delivering written notice of its acceptance thereof shall be bound by, and obligated to purchase the number of ROFO Shares specified in, such written notice at the minimum purchase price and the other terms set forth in the ROFO Initiation Notice. For the avoidance of doubt, the failure of a Significant Person or the Company to timely accept any offer contemplated by this Section 2.2 shall be deemed a rejection of such offer. (f) The consummation of the sales contemplated by clause (b) and (c) of this Section 2.2 shall take place at 10:00 a.m. local time at the offices of the Company on economic terms which may be less favorable thanthe thirtieth (30th) Business Day after the expiration of the ROFO Period (if all of the ROFO Shares are accepted pursuant to the First Offer), the Reallotment Period (if all of the Rejected ROFO Shares are accepted during the Reallotment Period) or the Company ROFO Period (if not all of the ROFO Shares are accepted pursuant to the First Offer and not all of the Rejected ROFO Shares are accepted during the Reallotment Period), or such other date as mutually agreed to by the same asparties to the sales contemplated by clause (b) and (c) of this Section 2.2, at which time each participating Significant Person or the Company, as applicable, shall deliver the appropriate consideration to the Initiating ROFO Seller (by check or wire transfer in accordance with instructions included in the ROFO Initiation Notice), and the Initiating ROFO Seller shall deliver to each participating Significant Person or the Company, as applicable, the Terms offered certificates (if certificated) representing the ROFO Shares being sold, in each case, duly endorsed, or with stock (or equivalent) powers duly endorsed, free and clear of any liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), with any stock (or equivalent) transfer tax stamps affixed, or other appropriate transfer instruments and documents of Transfer as the Significant Person or the Company, as applicable, shall reasonably request. (g) For purposes of this Section 2.2, the “pro rata share” of a Significant Person shall mean the product of: (i) the number of ROFO Shares or the Rejected ROFO Shares, as the case may be, multiplied by (ii) a fraction, the numerator of which is equal to Lessee, but shall not be more economically favorable the number of Shares Beneficially Owned by more than five percent (5%) than such Significant Person and the Terms offered denominator of which is equal to Lessee the aggregate number of Shares Beneficially Owned by all Significant Persons permitted to participate in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for or the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermReallocation Process.

Right of First Offer. Lessor hereby grants If Nucryst desires to Lesseesell assets that include all or substantially all of the Nucryst Technology in each case, a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing assignment of this Agreement (the “First Offer Technology Assets”), Nucryst shall give written notice (the “Transfer Notice”) from time to time when Lessor proposes to offer any First Offer Space for leaseS&N of that desire. The First Offer Transfer Notice shall describe the First Offer Space which is Technology Assets in sufficient detail to permit S&N to make an informed decision regarding whether to offer to purchase the subject of Technology Assets and on what terms. During the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee [***] (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election NoticeNegotiation Period”) pursuant to which Lessee immediately following the date the Transfer Notice is given, Nucryst and S&N shall elect either to (i) lease all in good faith negotiate the sale and purchase of the Proposal Space described Technology Assets by Nucryst to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the First Offer Notice upon the Terms set forth Nucryst Technology, it shall forthwith advise Nucryst of such determination in the First Offer Noticewriting, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor and Nucryst shall be free to lease sell the Declined Proposal Space that was Technology Assets to any other Person on any terms at any time, and the subject provision of this Section 13.6 shall have no further application. If during the Negotiation Period Nucryst and S&N reach an agreement concerning the sale and purchase of the First Technology Assets and such sale and purchase transaction is completed, the provisions of this Section 13.6 shall have no further application. If Nucryst and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Technology Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) to purchase the Technology Assets, which offer shall be maintained in confidence by Nucryst. If S&N does not make the S&N Offer Notice by the expiry of the Negotiation Period, Nucryst shall be free to sell the Technology Assets to any other person or entity on economic any terms which may at any time, and the provisions of this Section 13.6 shall have no further application. The S&N Offer shall be less favorable than, or in writing and shall indicate the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice price (“Allowed Non-Lessee S&N Purchase Price”) for the purchase of the Technology Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Nucryst for a period (the “Transfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of up to twelve the Negotiation Period. The S&N Offer shall specify a closing date (12the “Transfer Closing Date”) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space sale and purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be paid in cash by S&N on the terms that are within Transfer Closing Date. During the Allowed Non-Lessee Terms within Transfer Period, Nucryst shall have the next twelve (12) months, option of either selling the Technology Assets to S&N pursuant to the S&N Offer or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space selling the Technology Assets to a third party on terms no less favourable than the terms upon which Lessor then desires of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. During the [***] period (the “Free Transfer Period”) following the later of the expiry of the Transfer Period, or the date it determined that the sale pursuant to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First an accepted S&N Offer Space as set forth herein including by delivery of Lessee’s Election Notice will not later close for any reason other than the Election Datedefault of Nucryst, then Lessor Nucryst shall be entitled to sell the Technology Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and Lessee the S&N Purchase Terms. Any transfer of the Technology Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions of this Section 13.6 and the other terms, provisions and conditions of this Agreement, shall execute an amendment be null, void and of no force or effect. The provisions of this Section 13.6 shall not apply to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) transfer of the Premises then under Technology Assets to a transferee that is an Affiliate of Nucryst; provided that the SubleaseAffiliate agrees to be bound by the terms of this Section 13.6. Lessee’s right Any assignment of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default this Agreement to a third party as a part of the Sublease (subject transfer of the Technology Assets pursuant to applicable notice and cure periodsthis Section 13.6, if any) more than twice in any twelve (12) month period whether as a result of S&N not making the S&N Offer by the expiry of the Negotiation Period or as a result of Nucryst selling the Technology Assets to a third party during the TermFree Transfer Period on terms no less favourable than the S&N Offer, shall be considered an assignment to a permitted assignee for purposes of Section 13.5.

Right of First Offer. Lessor hereby grants to Lessee, a right In the event that the Company proposes an issuance of first offer with respect any of its securities other than Excluded Stock (“New Securities”) to any space that Lessor determines party, it shall first give written notice of such issuance to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to Purchaser, which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the securities proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice be issued by the Election DateCompany and specify the number, Lessee price, and payment terms. Purchaser shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Noticeright, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up 20 days from the date of such notice, to twelve (12) months; providedagree to purchase, howeverat the same price and on the same terms and conditions some or all of the New Securities. Purchaser may accept the Company’s offer as to the New Securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid 20-day period. The Company shall be free at any time after the end of the aforesaid 20-day period and prior to 90 days after the date of its notice of offer to the Purchaser, to offer and sell to any third party or parties the number of such New Securities not agreed by the Purchaser to be purchased by it, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Purchaser. However, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on sale or sales are not consummated within such 90-day period, the terms upon which Lessor then desires Company shall not sell such New Securities as shall not have been purchased within such period without again complying with this Section 4.1. For purposes of this Section 4.1, the term “Excluded Stock” shall mean (a) the shares of Common Stock (or options to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery purchase such shares of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies Common Stock) issued or issuable at not less than seventy-five percent fair market value to the Company’s officers, employees, directors, consultants, or other service providers pursuant to the Company’s 2007 Stock Incentive Plan as approved by the Company’s Board of Directors, (75%b) shares of Common Stock issued or issuable upon the exercise of any options, warrants, or other securities exercisable for or convertible into capital stock of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default Company outstanding as of the Sublease date hereof and disclosed in the Disclosure Reports, or (subject c) if expressly approved by the Company’s Board of Directors, securities issued to applicable notice and cure periodsnon-affiliated vendors, if any) more than twice customers, co-venturers, or other persons in any twelve (12) month period during bona-fide commercial or corporate partnering situations in an amount that does not exceed 1% of the Termtotal outstanding capital stock of the Company.

Right of First Offer. Lessor hereby grants (a) If any Shareholder(s) (as applicable, the “Selling Party”) wishes to LesseeTransfer any or all of its Shares, a the Selling Party shall notify the other Shareholder(s) (each such party, the “Rights Party”) of the Selling Party’s wish to Transfer any or all of its Shares (such notice, an “Offer Notice”). The Offer Notice shall set out the number and class of Shares that it wishes to Transfer (the “Offered Shares”). (b) Upon receipt of an Offer Notice, the Rights Party has the right of first offer with respect to any space that Lessor determines to offer to purchase, for lease in cash, all (but not less than all) of the Offered Shares (the “General Atomics Roselle Properties,” defined ROFO Right”), such election to be made by the Rights Party by written notice delivered to the Selling Party (a “ROFO Response Notice”) within ten (10) Business Days of receipt of the Offer Notice (the “Initial Offer Period”). During the Initial Offer Period, the Rights Party also may notify the Selling Party of its wish to exercise its Tag Right in accordance with Section 3.04, or its wish to pursue a joint sales process, as properties as the Shareholders may otherwise agree. The Rights Party’s failure to provide a ROFO Response Notice within the Initial Offer Period shall be deemed an election not to offer to purchase any of the Offered Shares. (c) If the Rights Party delivers a ROFO Response Notice within the Initial Offer Period, the Rights Party shall have thirty (30) days from the delivery date of the ROFO Response Notice to provide the Selling Party with a bona fide offer for all Offered Shares that includes a maximum price and any terms or conditions to the offer (the “ROFO Offer”), which Lessor has unfettered lease or sublease rights shall include the proposed time, date and which are located in place for completing the area bordered by RoselleOffered Share purchase, Flintkote, Dunhill and Estuary Streets such date to be not later than one hundred twenty (including without limitation 120) days from the building located at 0000 Xxxxxxx Xxxxxx [Building 67]delivery date of the ROFO Offer (the “ROFO Completion Period”), as further outlined on Exhibit C attached hereto and made a part hereof such period may be extended pursuant to Section 3.03(g). (collectivelyd) The Selling Party shall have ten (10) days from receipt of the ROFO Offer to determine whether to accept or reject it. If the Selling Party accepts the ROFO Offer, the completion of the sale and purchase of the Offered Shares shall take place as stated in the ROFO Offer. At such completion, the Selling Party shall deliver to the Rights Party, against payment of the purchase price, (i) the Offered Shares, free and clear of all Liens, other than any Liens arising under this Agreement, the Bye-Laws or the Registration Rights Agreement, and (ii) such documents as are required to transfer title to the Offered Shares. Upon completion of the Transfer of Offered Shares in accordance with this Section 3.03(d), each of Alfa and Telenor’s First Levels shall be adjusted to the percentage ownership of issued and outstanding Shares resulting from such Transfer of Offered Shares. (e) If a ROFO Offer was delivered pursuant to Section 3.03(c) and the Selling Party rejects the ROFO Offer (a “First Offer SpaceTag Trigger”), then subject to the Selling Party’s compliance with the Tag Right in Section 3.04, the Selling Party may Transfer all, but not less than all, of the Offered Shares to any third-party purchaser at a price that is at least 2% higher than the maximum price stated in the ROFO Offer. Lessor shall notify Lessee in writing If (i) the “First Offer Notice”Rights Party elects not to exercise its ROFO Right, (ii) from time the Rights Party fails to time when Lessor proposes respond to offer any First Offer Space for lease. The First the Offer Notice shall describe within the First Initial Offer Space which is Period or (iii) the subject Rights Party fails to timely deliver a ROFO Offer (also, each a “Tag Trigger”), the Selling Party may Transfer all, but not less than all, of the proposal Offered Shares to any third-party purchaser. Any Transfer under this Section 3.03(e) shall be made in accordance with and subject to Section 3.05 and must be completed by the later of (“Proposal Space”i) one hundred twenty (120) days from the termination of the Initial Offer Period or (ii) the end of the ROFO Completion Period, as such period may be extended pursuant to Section 3.03(g). (f) The ROFO Right and the Tag Right shall set forth not apply to any Transfer in respect of (i) any non-directed sale effected through a secondary offering or other transaction on the terms Exchange or another stock exchange or (ii) block trades of Shares to any Person who is not a Strategic Buyer within a consecutive twelve (12)-month period in an aggregate amount equal to or less than 12% of all issued and conditions (including the proposed lease term) set forth in the proposal (collectivelyoutstanding Shares; provided that, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the Alfa Shareholders, the aggregate amount of Shares that may be Transferred by the Alfa Shareholders in block trades during the same twelve (12)-month period shall be reduced by the aggregate number of all Shares Transferred within such twelve (12)-month period by all Altimo Minority Shareholders to Unaffiliated Persons in accordance with Section 3.06(b). (g) The completion of any Transfers pursuant to this Section 3.03 shall automatically be extended by an additional sixty (60) days if any required regulatory approvals have not been received within the one hundred twenty (120) day period, subject Proposal Space described in to the First Offer Notice, then best efforts of all parties to such a transaction to obtain the required approvals and complete the transaction within five the one hundred twenty (5120) business days after receipt day period. If the time period expires without completion of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same asproposed Transfer, the Terms offered to Lessee, but Selling Party shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on complete the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment proposed Transfer to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermRights Party.

Right of First Offer. Lessor hereby grants In the event any of Producers or their Affiliates proposes to Lesseededicate interests in oil, gas, and/or mineral leases outside of the Applicable Formations but within the Springridge AMI, whether now owned or hereafter acquired, to a right of gatherer other than Gatherer, the applicable Producers shall, and Producers shall cause any such Affiliates to, prior to entering into any such dedication, first offer with respect give notice in writing to any space that Lessor determines to offer for lease in Gatherer (the “General Atomics Roselle Properties,” defined Dedication ROFO Notice”) of its intention to enter into such dedication. The Dedication ROFO Notice shall include any material terms, conditions and details as properties as would be necessary for Gatherer to make a responsive offer to enter into the contemplated dedication with any of Producers or their Affiliates, which Lessor has unfettered lease terms, conditions and details shall at a minimum include any terms, condition or sublease rights and which are located details provided to third parties in connection with the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets proposed dedication. Gatherer shall have sixty days following receipt of the Dedication ROFO Notice to propose an offer to enter into the dedication with the applicable Producers or Affiliates (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer SpaceDedication ROFO Response”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and Dedication ROFO Response shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either Gatherer would be willing to (i) lease all enter into a binding agreement for the dedication. Unless the Dedication ROFO Response is accepted pursuant to written notice from the applicable Producers or Affiliates delivered to Gatherer within sixty days of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Noticesuch delivery, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Dedication ROFO Response shall be deemed to have elected not to lease been rejected by the Proposal Space pursuant to the Terms (“Declined Proposal Space”)applicable Producers or Affiliates. If Lessee elects a Dedication ROFO Response is accepted by the applicable Producers or Affiliates, the applicable Producers shall (and Producers shall cause the applicable Affiliates to) enter into an agreement with Gatherer providing for the consummation of the dedication upon the terms set forth in the Dedication ROFO Response. If a Dedication ROFO Response with respect to any proposed dedication is rejected by the applicable Producers or is deemed to have elected) not to lease Affiliates, the Proposal Space pursuant to the First Offer Notice, then Lessor applicable Producers or Affiliates shall be free to lease the Declined Proposal Space enter into such proposed dedication with any gatherer on terms and conditions that was the subject of the First Offer Notice to any person or entity on economic terms which may be less are not more favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable aggregate to such Proposal Space. Lessee’s right gatherer than those proposed in respect of first offer is personal to Gatherer in the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermDedication ROFO Response.

Right of First Offer. Lessor hereby grants (a) A Stockholder may Transfer Stockholder Shares held by such Stockholder only in compliance with the following provisions: (i) A Stockholder desiring to Lessee, a right of Transfer Stockholder Shares (an “Offeror”) shall first offer with respect to any space that Lessor determines to offer for lease in deliver written notice (the “General Atomics Roselle Properties,” defined Offer Notice”) to each other Stockholder (the “Offerees”) which Offer Notice shall specify (x) the number and class or classes of Stockholder Shares owned by the Offeror which the Offeror wishes to sell (the “Offered Shares”); (y) the proposed cash purchase price per share for each class of the Offered Shares (as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyapplicable, the “First Offer Space”Price); and (z) all other terms and conditions of the offer. Lessor The Offer Notice shall constitute an irrevocable offer by the Offeror to sell to the Offerees the Offered Shares at the applicable Offer Price, as hereinafter provided. (ii) Within ten (10) days following receipt of the Offer Notice, each Offeree shall notify Lessee the Offeror in writing (the “First Offer Acceptance Notice”) from time as to time when Lessor proposes the number of Offered Shares, if any, it is electing to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal purchase (such Offeree electing to purchase Offered Shares, an “Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “TermsAccepting Stockholder”). If Lessee wishes to exercise Lessee’s right of first offer with respect any Offeree does not provide an Acceptance Notice to the subject Proposal Space described in the First Offer NoticeOfferor within such period, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Offeree shall be deemed to have declined to purchase any of the Offered Shares. An Acceptance Notice shall be deemed to be an irrevocable commitment to purchase from the Offeror the number of Offered Shares which such Offeree has elected not to lease the Proposal Space purchase pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer such Acceptance Notice, subject to allocation of the Offered Shares among the Accepting Stockholders, as hereinafter provided. (iii) If the Accepting Stockholders have elected to purchase a number of Offered Shares of any class that in the aggregate exceeds the total number of Offered Shares of such class, then Lessor the number of such class of Offered Shares purchased by each Accepting Stockholder electing to purchase greater than their pro rata share of such class of Offered Shares, determined in accordance with their respective Percentage Ownership (excluding for the purposes of such calculation the Stockholder Shares held by the Offeror and the Offerees who have not exercised their option to purchase Offered Shares), shall be free reduced pro rata in accordance with their respective Percentage Ownership. This Section 2.2(a)(iii) shall be construed and given effect in such manner that no Accepting Stockholder shall be required or entitled to lease purchase a number of Offered Shares greater than the Declined Proposal Space that was the subject number set forth in its Acceptance Notice. The Offeror shall promptly notify each Accepting Stockholder, if any, of the First Offer Notice number of Offered Shares of each class allocated to any person or entity on economic terms which may be less favorable thanit, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease and each such space on terms other than tile Allowed Non-Lessee Terms, then Lessor Accepting Stockholder shall be obligated to again deliver purchase at the applicable Offer Price such shares at a First closing, as hereinafter provided. (iv) If the Accepting Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.2(a), the Offeror (x) shall be under no obligation to sell any of the remaining Offered Shares to any other Stockholder, unless the Offeror so elects, and (y) may, within a period of ninety (90) days from the date of the Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election DateNotice, then Lessor and Lessee shall execute an amendment subject to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable provisions of Section 2.1, sell such remaining Offered Shares to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies one or more third parties (each a “Third Party Transferee”) for cash at a price per share not less than seventy-five percent (75%) the applicable Offer Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Offer Notice. If the Offeror does not complete the sale of the Premises then under remaining Offered Shares within such ninety (90)-day period, the Sublease. Lessee’s right provisions of first offer hereunder this Section 2.2(a) shall automatically terminate again apply, and have no further effectiveness if Lessee is at any time sale of such Offered Shares by the Offeror shall be made otherwise than in default accordance with the terms of this Agreement. (v) The closing of purchases of Offered Shares by Accepting Stockholders pursuant to this Section 2.2(a) shall take place no later than thirty (30) days after the date of the Sublease Offer Notice, or at such other date as the parties to the sale may agree. At such closing, the Offeror shall sell, transfer and deliver to each Accepting Stockholder full right, title and interest in and to the Offered Shares so purchased by such Accepting Stockholder, free and clear of all liens, security interests, adverse claims or restrictions of any kind and nature (subject except as otherwise set forth in this Agreement), and shall deliver to each Accepting Stockholder a certificate or certificates representing the Offered Shares sold to such Accepting Stockholder, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed and any other documents necessary for transfer. Simultaneously with delivery of such certificates, each Accepting Stockholder shall deliver to the Offeror, by wire transfer of immediately available funds to such bank account as the Offeror shall designate, a cash amount equal to the product of the applicable notice Offer Price and cure periodsthe number of Offered Shares of the corresponding class being acquired by such Accepting Stockholder, if anyin full payment of the purchase price of the Offered Shares purchased. (b) more than twice in Notwithstanding the foregoing provisions of this Section 2.2, the terms of this Section 2.2 shall not apply to any twelve (12) month period during Permitted Transfer effected pursuant to the Termterms hereof.

Right of First Offer. Lessor hereby grants (i) If any Holder (a "Seller") has received and accepted a bona fide offer (a "Transfer Offer ") to Lesseepurchase any or all of the Company Securities (the "Transfer Stock") then owned by such Seller to any person other than pursuant to an Exempt Transfer (as defined in Section 2(c) below), then before the Seller may sell the Transfer Stock, the Seller shall provide to the Company a right written notice detailing the terms of first offer such Transfer Offer that the Seller has accepted with respect to any space that Lessor determines such Transfer Stock (a "Transfer Notice"). Such Transfer Notice shall identity the Transfer Stock, the price of the Transfer Stock, the identity of the third party offeror and all the other material terms and conditions of such Transfer Offer. The Transfer Notice shall contain an irrevocable offer (a "First Offer") to offer for lease sell the Transfer Stock to the Company at a price equal to the price and upon substantially the same terms as the terms contained in such Transfer Offer. The Company shall have the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights irrevocable right and which are located in option (the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]"Right of First Offer"), exercisable as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyprovided below, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe accept the First Offer Space which is the subject as to any or all Company Securities of the proposal (“Proposal Space”) and Transfer Stock. The Company shall set forth provide the terms and conditions (including Seller with an irrevocable written notice of acceptance specifying the proposed lease term) set forth number of Company Securities of the Transfer Stock which the Company is agreeing to purchase pursuant to such First Offer, which shall be binding on the Company for the number of Company Securities in the proposal (collectivelysuch notice of acceptance, the “Terms”). If Lessee wishes to exercise Lessee’s right which notice of first offer with respect acceptance must be provided to the subject Proposal Space described in the First Offer Notice, then Seller within five fifteen (515) business days after the date the Transfer Notice is given (the "Notice Period"). (ii) Subject to the Seller's rights under Section 2(b)(iii), the closing of the purchase of the Transfer Stock by the Company pursuant to this Section 2(b) shall take place at the principal office of the Company on the thirtieth (30th) business day after the expiration of the Notice Period (or after the receipt of any required governmental consents or approvals). At such closing, the First Offer Notice Company shall deliver a certified check or checks in the appropriate amount to the Seller against delivery of certificates representing the Transfer Stock so purchased, duly endorsed in blank by Lessee the person or persons in whose name a stock certificate is registered or accompanied by a duly executed assignment separate from the certificate with the signatures thereon guaranteed by a commercial bank or trust company. (iii) Notwithstanding the “Election Date”exercise by the Company of its rights under this Section 2(b), Lessee if at the end of the Notice Period the Company shall deliver written notice have agreed to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease purchase less than all of the Proposal Space described Transfer Stock covered thereby (a "Partial Purchase Commitment"), the Seller shall promptly notify the Company as to whether or not it shall accept such Partial Purchase Commitment. If such Partial Purchase Commitment is accepted, the closing for such purchase of a portion of such Transfer Stock shall take place pursuant to Section 2(b)(ii) hereof. Upon acceptance by the Seller of the Partial Purchase Commitment, the Seller shall have the right within the time hereinafter specified to Transfer any Transfer Stock not included in the First Offer Notice upon Partial Purchase Commitment at a price not less than and on terms no more favorable to the Terms set forth purchaser than were in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Transfer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected Seller determines not to lease accept the Proposal Space pursuant Partial Purchase Commitment, the Seller shall have the right within the time hereinafter specified to Transfer any or all of the Transfer Stock at a price not less than and on terms no more favorable to the Terms (“Declined Proposal Space”)purchaser than contained in the Transfer Notice. If Lessee elects (or is deemed to have elected) the Company notifies the Seller that it has decided not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject purchase any portion of the First Offer Notice to any person or entity on economic terms which may be less favorable thanTransfer Stock, or the same asSeller has accepted a Partial Purchase Commitment and desires to Transfer the remaining Transfer Stock, or the Seller has rejected the Partial Purchase Commitment and desires to Transfer the Transfer Stock, the Terms offered Seller shall have 180 days from the end of the Notice Period (the "Sales Period"), in which to Lessee, but shall not be more economically favorable by more than five percent (5%) than Transfer any or all of the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for Transfer Stock at a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies price not less than seventy-five percent and on terms no more favorable than were contained in the Transfer Notice. No sale may be made to any third party unless such third party agrees in writing, in form and substance reasonably acceptable to the Company, to be bound by the provisions of this Agreement, as a Holder. Promptly after any sale pursuant to this Section 2(b), the Seller shall notify the Company of the consummation thereof and shall furnish such evidence of the completion (75%including time of completion) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate such sale and have no further effectiveness if Lessee is at any time in default of the Sublease (subject terms thereof as the Company may reasonably request. If, at the termination of the Sales Period, the Seller has not completed the sale of all the Transfer Stock, such Seller shall no longer be permitted to applicable notice Transfer such Transfer Stock pursuant to this Section 2(b) without again fully complying with the provisions of this Section 2(b) and cure periods, if any) more than twice all the restrictions on Transfer contained in any twelve (12) month period during the Termthis Agreement shall again be in effect with respect to all such Seller's Transfer Stock.

Right of First Offer. Lessor hereby grants Provided no Event of Default or Management Termination Event hereunder exists, if at any time (and from time to Lesseetime) during the Initial Term, PSLT-BLC Holdings, Provident or any Subsidiary of Provident shall acquire a senior independent living facility, other than a facility which is to be leased back to the seller of such facility (or its affiliate) (each, a "First Offer Facility"), PSLT-BLC Holdings shall notify BLC Holdings (a "First Offer Availability Notice") describing such First Offer Facility and its anticipated date of availability. The First Offer Availability Notice (i) shall contain PSLT-BLC Holdings' or Provident's good faith estimate of the rental amount and other lease terms for which PSLT-BLC Holdings or Provident would be willing to lease the First Offer Facility on a "triple-net" basis under a lease agreement substantially similar to each of the Property Leases and (ii) shall, except to the extent that PSLT-BLC Holdings is restricted under the terms of a confidentiality agreement from disclosing such information to BLC Holdings, include such other due diligence information that Provident or its Subsidiaries may actually have in their possession at the time the First Offer Availability Notice is delivered. BLC Holdings shall have the right (the "Right of First Offer") to lease such First Offer Facility upon the terms set forth in the First Offer Availability Notice by delivering to PSLT-BLC Holdings a notice (a "First Offer Acceptance") exercising its Right of First Offer with respect to such First Offer Facility within ten (10) Business Days after receipt of the First Offer Availability Notice. If BLC Holdings delivers the First Offer Acceptance as provided herein, then, provided no Event of Default or Management Termination Event exists hereunder as of the date of the closing of the Right of First Offer, simultaneously with PSLT-BLC Holdings' consummation of the acquisition of the First Offer Facility, PSLT-BLC Holdings and BLC Holdings shall enter into a property lease agreement with respect to the First Offer Facility substantially in the form of the Property Leases (with such revisions as are mutually acceptable to the parties), provided that Base Rent payable thereunder and the other lease terms shall be as set forth in the First Offer Availability Notice. If BLC Holdings fails to provide the First Offer Acceptance as provided herein (time being of the essence with respect to such date), BLC Holdings shall be deemed to have waived its right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “such First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe Facility and PSLT-BLC Holdings may lease the First Offer Space which is the subject of the proposal (“Proposal Space”) to any party upon such terms as PSLT-BLC Holdings determines in its sole and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”)absolute discretion. If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in BLC Holdings does not deliver the First Offer Notice, then Acceptance within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms time frame set forth in the First Offer Noticeabove, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee BLC Holdings agrees that BLC Holdings shall be deemed to no longer have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s contractual right to lease the First Offer Space Facility; provided, however, that PSLT-BLC Holdings agrees that, during its efforts to find a tenant for the First Offer Facility, PSLT-BLC Holdings shall keep BLC Holdings reasonably apprised of PSLT-BLC Holdings' marketing materials and shall provide to BLC Holdings copies of written marketing materials prepared by PSLT-BLC Holdings in connection with such efforts (provided that BLC Holdings agrees to enter into confidentiality agreements requested by PSLT-BLC Holdings as set forth herein including by delivery of Lessee’s Election Notice not later than a condition to receiving confidential information about the Election DateFirst Offer Facility); and, then Lessor provided, further, that PSLT-BLC Holdings' obligation under this sentence shall terminate and Lessee shall execute expire at such time as PSLT-BLC Holdings enters into an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) exclusivity agreement with any prospective purchaser or tenant of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermFirst Offer Facility.

Right of First Offer. Lessor hereby grants (a) If the Company desires to Lessee, a right Transfer any Portfolio Company Securities or any other assets or any controlled Portfolio Company desires to transfer all or substantially all of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof its assets (collectively, including Portfolio Company Securities, “ROFO Assets”) to any Person (other than (i) the Transfer by the Company of Portfolio Company Securities and (ii) the Transfer by a Portfolio Company of assets that, in each case, have been pledged, encumbered or hypothecated to secure any Debt of the applicable Portfolio Company upon the exercise of remedies in respect thereof), the Company shall give notice (an “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor Comcast Shareholder that the Company or such Portfolio Company desires to make such a Transfer and that sets forth the number and kind of ROFO Assets proposed to be Transferred by the Company or such Portfolio Company (the “Offered ROFO Assets”), the price at which the Company or such Portfolio Company proposes to offer any First Transfer such Offered ROFO Assets (the “Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal SpacePrice”) and any other material terms and conditions of the proposed Transfer; provided, however, that the Company shall set forth not be required to give an Offer Notice to Comcast Shareholder with respect to (and Comcast Shareholder shall have no right under this Section 9.01 with respect to) the proposed Transfer of any Portfolio Company Securities if the Portfolio Company issuing such Portfolio Securities is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted) and the rights of Comcast under this Section 9.01 would be inconsistent with the terms of such Portfolio Securities or any contractual or other legally binding provision applicable to the Company or any of its Subsidiaries or to such Portfolio Securities; provided, further, that in connection with an Investment in a Portfolio Company that is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted), if the Manager determines in its good faith discretion that it would be reasonably likely through the exercise of commercially reasonable efforts to be able to make such Investment without accepting any such inconsistent terms or provisions so as to preserve Comcast Shareholder’s rights under this Section 9.01, then the Company shall use commercially reasonable efforts to make such Investment without accepting any such inconsistent terms or provisions. (b) The giving of an Offer Notice to Comcast Shareholder shall constitute an offer (the “Offer”) by the Company or such Portfolio Company to Transfer all (but not less than all) of the Offered ROFO Assets to Comcast Shareholder or an Affiliate of Comcast Shareholder designated by Comcast Shareholder (“Comcast ROFO Purchaser”) for cash at the Offer Price applicable to such Offered ROFO Assets and otherwise on the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee . Comcast ROFO Purchaser shall have a 30-day period (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election NoticeOffer Period”) pursuant in which to which Lessee shall elect either accept such Offer by giving a notice of acceptance to (i) lease all the Company prior to the expiration of such Offer Period. If Comcast ROFO Purchaser fails to notify the Company, prior to the expiration of the Proposal Space described in Offer Period, of acceptance of the First Offer Notice upon terms of the Terms set forth in the First Offer NoticeOffer, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Comcast ROFO Purchaser shall be deemed to have elected not declined the Offer with respect to lease such portion of the Proposal Space Offered ROFO Assets. (c) The Company shall provide, and shall cause any controlled Portfolio Company and use reasonable best efforts to cause any other Portfolio Company to provide, to Comcast ROFO Purchaser all information it may reasonably request in the course of determining whether to accept any Offer. (d) If Comcast ROFO Purchaser elects to purchase any Offered ROFO Assets, Comcast ROFO Purchaser shall purchase and pay, by wire transfer of immediately available funds to an account designated by the Company, for such Offered ROFO Assets within 20 Business Days after the date on which Comcast ROFO Purchaser accepted the Offer pertaining to such Offered ROFO Assets; provided that, if the Transfer of such Offered ROFO Assets is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall be extended until the expiration of five Business Days after all such approvals shall have been received; provided, further, that in lieu of a payment of cash by Comcast ROFO Purchaser with respect to such Offered ROFO Assets, at the written request of the Comcast ROFO Purchaser, Comcast ROFO Purchaser and the Company agree to use commercially reasonable efforts to devise and implement an alternative structure to Transfer such Offered ROFO Assets to Comcast ROFO Purchaser in a tax-efficient manner, provided such alternative structure places ManagementCo Shareholder in the same economic position (taking into account the tax consequences of the alternative structure as compared to the tax consequences of a payment of cash by Comcast ROFO Purchaser) as if Comcast ROFO Purchaser had purchased such Offered ROFO Assets in cash. Comcast ROFO Purchaser, the Company and all Shareholders of the Company shall cooperate, and the Company shall use commercially reasonable efforts to cause the Portfolio Company to cooperate, in good faith in implementing any alternative structure agreed to pursuant to this Section 9.01(d). (e) With respect to any Offered ROFO Assets, upon the Terms earlier to occur of (“Declined Proposal Space”). If Lessee elects i) rejection of the Offer pertaining to such Offered ROFO Assets by Comcast ROFO Purchaser and (ii) the ultimate failure to obtain any required consent or is deemed regulatory approval for the purchase of such Offered ROFO Assets by Comcast ROFO Purchaser, the Company or the applicable Portfolio Company shall have a 270-day period during which to have elected) effect a Transfer of such Offered ROFO Assets at a price not to lease less than 95% of the Proposal Space pursuant Offer Price and otherwise on terms no less favorable to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, Company or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more applicable Portfolio Company than five percent (5%) than the Terms offered to Lessee those set forth in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsother than in an immaterial respect); provided, howeverprovided that, if Lessor fails to enter the Company or the applicable Portfolio Company enters into a lease definitive agreement providing for the Declined Proposal Space on Transfer within such 270-day period and the terms that are within Transfer is subject to regulatory approval, such 270-day period shall be extended until the Allowed Non-Lessee Terms within expiration of five Business Days after all such approvals shall have been received, but in no event shall such regulatory extension exceed 120 days. If the next twelve (12) months, Company or desires to lease such space on terms other than tile Allowed Non-Lessee Termsany Portfolio Company does not consummate the Transfer of any of the Offered ROFO Assets in accordance with the foregoing time limitations, then Lessor the right of the Company or such Portfolio Company to effect the Transfer of such Offered ROFO Assets pursuant to this Section 9.01(e) shall be obligated to terminate and the Company and such Portfolio Company shall again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on comply with the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as procedures set forth herein including by delivery in this Section 9.01(e) with respect to any proposed Transfer of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment Offered ROFO Assets to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermPerson.

Right of First Offer. Lessor hereby grants to LesseeThe Company agrees that, a right during the period -------------------- beginning on the date hereof and terminating on the first anniversary of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in date of the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyLast Closing, the “First Offer Space”). Lessor Company will not, without the prior written consent of each Subscriber (which shall notify Lessee be deemed given for any warrants to purchase Common Stock issued or to be issued to the Placement Agent in writing (consideration of its services in connection with this Agreement and the “First Offer Notice”transactions contemplated hereby) from time issue or sell, or agree to time when Lessor proposes to offer issue or sell any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject equity or debt securities of the proposal Company or any of its subsidiaries (“Proposal Space”or any security convertible into exercisable or exchangeable, directly or indirectly, for equity or debt securities of the Company or any of its subsidiaries) and ("Future Offering") unless the Company shall set forth have first delivered to each Subscriber at least thirty (30) days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including, the terms and conditions thereof, and providing each Subscriber and its affiliates an option during the twenty (20) day period following delivery of such notice to purchase up to the full amount of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence are collectively referred to as the "Capital Raising Limitations"). Notwithstanding the foregoing, if any Subscriber chooses not to participate in any Future Offering, then any debt or equity security issued as a result of said Future Offering will be ineligible for resale and/or conversion, as the case may be, until the date which is nine (9) months after the Last Closing. The Capital Raising Limitations shall not apply to any transaction involving issuances of securities in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors. The Capital Raising Limitations also shall not apply to (a) the issuance of securities pursuant to an underwritten public offering, (b) the issuance of securities upon exercise or conversion of (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt issuances as a result of the First Offer Notice by Lessee (anti-dilution provisions, if any, applicable to such options, warrants or convertible securities) the “Election Date”)Company's options, Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all warrants or other convertible securities outstanding as of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, date hereof or (iic) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (grant of additional options or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable thanwarrants, or the same asissuance of additional securities, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease under any Company stock option or restricted stock plan for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) benefit of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periodsCompany's employees, if any) more than twice in any twelve (12) month period during the Termdirectors or consultants.

Right of First Offer. Lessor hereby grants Manager agrees to Lessee, give written notice to SRT of its intent to list or sell the Property. SRT shall have a right of first offer with respect (ROFO) to purchase the Property from the Company on the following terms and conditions: (i) SRT is a Member at the time of closing of any space that Lessor determines purchase and sale and is not in material default of this Agreement; (ii) SRT gives written notice of its election to offer for lease in exercise the “General Atomics Roselle Properties,” ROFO to Manager within 15 (fifteen) days of receipt by SRT of written notice from Manager. SRT’s written notice shall be defined as properties as the Initial ROFO Notice. SRT’s written election shall include a purchase price and date of closing, which closing date shall not exceed sixty (60) days from the date of SRT’s delivery of its notice of its election to which Lessor has unfettered lease or sublease rights and which are located in exercise the area bordered by RoselleROFO. (iii) Company, Flintkote, Dunhill and Estuary Streets (including without limitation upon receipt of the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Initial ROFO Notice shall describe have the First Offer Space which is right to proceed to closing at the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) purchase price set forth in the proposal Initial ROFO Notice or elect to list the Property for sale. In such event SRT shall retain the ROFO only in the event that the Manager is selling and/or marketing the Property to a third party at a purchase price less than the 103% of the purchase price in the Initial ROFO Notice. Manager shall give written notice to SRT of the lower purchase price together with any and all Additional Costs associated with any proposed sale, including without limitation brokerage fees, survey costs and/or reasonable legal fees, and due diligence costs associated with any proposed sale to a third party to the extent incurred or owing (collectively, the “TermsAdditional Costs”). If Lessee wishes SRT may elect to exercise Lessee’s right of first offer with respect to its ROFO at the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice lower purchase price by Lessee written notice (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Second ROFO Notice”) pursuant to which Lessee Manager no later than 10 (ten) days after SRT’s receipt of Manager’s notice. The Additional Costs shall elect either to (i) lease all be borne by the Company. To the extent the Company incurred expenses in conjunction with the sale of the Proposal Space described Property to a third party, prior to the exercise of the ROFO, such expenses, if any, shall be borne by the Company; however, no party shall be deemed a third party beneficiary of this provision. (iv) Company shall provide SRT at closing with a grant deed; an owner’s title policy showing title in SRT subject only to standard exceptions, and all matters of record; an assignment of leases and other property rights and such other closing documents as may reasonably required by the First Offer Notice upon title company and/or escrow agent for purposes of closing. The Loan and any liens shall be paid in full at closing except liens for taxes and assessments not yet due or payable. Standard pro rations for taxes, assessments, and rents shall be calculated and allocated at closing, effective as of the Terms date of closing. The date of closing shall be the date of closing set forth in the First Offer Notice, Initial ROFO Notice or if applicable sixty (ii60) refuse to lease such space identified in days from Manager’s receipt of the First Offer Second ROFO Notice. SRT shall purchase the Property in its then “as is” condition it being understood that SRT is a Member of Company and waives and releases the Company, the Manager and its Affiliates from any and all matters, liabilities, costs and expenses arising from or related to the Property, which waiver and release shall survive the closing but which waiver and release shall exclude fraud and willful misconduct and/or intentional misrepresentation. If Lessor Manager does not receive a response from Lessee in writing to Lessor’s First Offer the Initial ROFO Notice by within the Election Date15 day period set forth above, Lessee time being of the essence, then SRT shall be deemed to have elected not terminated waived and released its ROFO as to lease the Proposal Space pursuant any sale occurring prior to the Terms later of (“Declined Proposal Space”)i) 270 days from the date of the Initial ROFO Notice or (ii) the date for closing under approved purchase agreement for the sale of the Property. If Lessee elects (or is deemed SRT timely provided the Initial ROFO Notice and Manager proceeded to have elected) not market the Property to lease third parties and after notice to SRT, as set forth above, SRT fails to deliver the Proposal Space pursuant to Second ROFO Notice within the First Offer Notice10 day period, time being of the essence, then Lessor shall be free to lease in such event the Declined Proposal Space that was the subject of the First Offer Notice ROFO is thereupon terminated, waived and released as to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) sale occurring for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for 180 days from the Declined Proposal Space on date of the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal SpaceSecond ROFO Notice. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer The ROFO is personal to the originally named Lessee under the Sublease SRT and may only not be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate assigned, sold or transferred directly or indirectly, except to an entity owned and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termcontrolled by SRT.

Right of First Offer. Lessor hereby grants to Lessee, a right From the date hereof until the day following the six-month anniversary of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in date of the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyClosing, the “First Offer Space”). Lessor Company shall notify Lessee in writing (the “First Offer Notice”) from time not issue or sell, or agree to time when Lessor proposes to offer issue or sell any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject equity securities of the proposal Company or any of its subsidiaries (“Proposal Space”or any security convertible into or exercisable or exchangeable, directly or indirectly, for equity securities of the Company or any of its subsidiaries) and ("Future Offerings") unless the Company shall set forth have first delivered to each Purchaser at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing each Purchaser and its affiliates an option during the ten (including 10) business day period following delivery of such notice to purchase up to the proposed lease term) set forth full amount of the securities being offered in the proposal (collectively, Future Offering on the “Terms”). If Lessee wishes same terms as contemplated by such Future Offering [on a pro-rata basis to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt all other purchasers of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space Company's Common Stock pursuant to the Terms Agreement between the Company and certain investors for $__________ and the Additional Financing] (“Declined Proposal Space”the limitations referred to in this sentence are collectively referred to as the "Capital Raising Limitations"). If Lessee elects (or is deemed to have elected) not to lease ; provided that if oversubscribed, the Proposal Space pursuant Future Offering will be allocated to the First Offer NoticePurchaser pro rata in proportion to the amount of its initial purchase of Securities hereunder. The Capital Raising Limitations shall not apply to the Additional Financing referred to in Section 2.10 or any transaction involving issuances of securities in connection with a merger, then Lessor consolidation, joint venture, asset acquisition, license agreement, strategic alliance, grant or exercise of options to or by employees, consultants or directors. In addition, the Capital Raising Limitations also shall be free not apply to lease the Declined Proposal Space that was the subject issuance of securities upon exercise or conversion of the First Offer Notice to any person Company's options, warrants or entity on economic terms which may be less favorable thanother convertible securities outstanding as of the date hereof, the grant of additional options or warrants, or the same asissuance of additional securities, under any employee, director or consulting stock option, stock purchase or restricted stock plan of the Company or any firm commitment underwritten public offering. This Section 4.5 shall not limit the Company's obligations under Section 4.4 above. The Company shall prohibit any Common Stock or other security issued by the Company subject to the Capital Raising Limitations but not purchased by any Purchaser from being converted, exercised or resold until the day following the six-month anniversary of the date of the Closing and shall take all actions necessary (including, without limitation, the Terms offered issuance of a stop transfer order) to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease effect such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termprohibition.

Right of First Offer. Lessor The Company hereby grants to Lessee, each Accredited Holder (as defined below) a right of first offer with respect to sales by the Company of its Equity Securities (as defined below). An "Accredited Holder" is any space that Lessor determines to offer Holder who, at the time the Company offers Equity Securities, (a) holds 10,000 or more shares of the Company's Common Stock (as adjusted for lease any stock dividends, combinations, splits, recapitalizations and the like) and (b) is an "accredited investor" as defined in the “General Atomics Roselle Properties,” defined as properties as Securities Act or regulations thereunder, which the Company may verify to which Lessor has unfettered lease its satisfaction through a questionnaire or sublease rights and which are located in similar means. "Equity Securities" means any shares of, or securities convertible into or exercisable for any shares of, any class of Company capital stock. Each time the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor Company proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectivelyEquitY Securities, the “Terms”). If Lessee wishes to exercise Lessee’s right of Company will first offer such securities to each Accredited Holder in accordance with respect the following provisions: (a) The Company will deliver a written notice to the subject Proposal Space described in Accredited Holders stating (i) the First Offer NoticeCompany's intention to offer Equity Securities, then within five (5ii) business the number of Equity Securities to be offered, and (iii) the price and terms upon which the Company proposes to offer the Equity Securities. (b) Within twenty (20) days after receipt of the First Offer Notice notice, each Accredited Holder may elect in writing to purchase, at the price and on the terms specified in the notice, Equity Securities equal to the proportion that the number of Registrable Securities held by Lessee such Accredited Holder bears to the total number of Registrable Securities held by all Accredited Holders. The Company will promptly inform in writing each Accredited Holder that elects to purchase all the shares available to it (a "Fully-Exercising Holder") of any other Accredited Holder's failure to do likewise. D!:!!ip_gjhten-_<19:y_ _p Ijod commencing after r ceipt of such information, each Fully-Exercising Holder will be entitled to elect in writing to purchase that portion of the “Election Date”), Lessee shall deliver written notice Equity Securities the Accredited Holders were entitled to Lessor purchase but did not elect fo purchase iqual to the proportion that the number ·ofRegistrable Securities held by such Fulfy ExerCising Holder. bears to the total number of Registrable Securities held by- all Fully-Exercising Hold rs who wish to purchase unsubscribed shares. (“Lessee’s Election Notice”c) pursuant Ifthe Accredited Holders do not timely elect to which Lessee shall elect either to (i) lease purchase all of the Proposal Space described in offered Equity Securities, the First Offer Notice upon Company may, during the Terms set forth in one hu,ndred twenty (120) day period following the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject expiration of the First Offer Notice subscription period in· Section 2(b), offer the unsubscribed Equity Securities to any person or entity persons at a price not less than _and on economic terms which may be less no more favorable thanto the offeree than those specified in the original'offering notice given to the Accredited Holders. If the Company does not enter into an agreement for the sale of the Equity Securities within the one hundred twenty (120) day period, or if the same asagreement is not consummated within sixty (60) days of its execution, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal will be revived and the Equity Securities will not be offered unless first reoffered to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent Accredited Holders in accordance with Section 2(b). (75%d) of the Premises then under the Sublease. Lessee’s The right of first offer hereunder shall automatically terminate does not apply to: (i) up to 960,000 shares of Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and have no further effectiveness if Lessee is at the like) issued or issuable to employees, officers or directors of, or consultants or advisors to the Company or any time subsidiary, pursuant to stock purchase or stock option plans or other compensatory arrangements that are approved by the Board of Directors; (ii) up to 823,530 shares of Common Stock that may be sold to other investors after the investment in default the Company by Versant Venture Capital II, L.P., a Delaware limited partnership, Versant Affiliates Fund II-A, L.P., a Delaware limited partnership, Versant Side Fund II, L.P., a Delaware limited partnership or funds managed by the foregoing entities (collectively, "Versant"), as permitted by the Common Stock Purchase Agreement between the Company and Versant (and only such number of the Sublease 823,530 shares as are sold within the 90 days permitted by the Versant Common Stock Purchase Agreement); (subject iii) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (iv) any Equity Securities issued to applicable notice a lender as an adjunct to an equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution and cure periods, if anyapproved by the Board of Directors; and (v) more than twice in any twelve (12) month period during Equity Securities that are issued by the TermCompany pursuant to a registration statement filed under the Securities Act.

Right of First Offer. Lessor hereby grants 2.2.1. If a Shareholder wishes to Lesseesell or otherwise transfer any or all of such Shareholder’s shares in Ormat Technologies (the "Selling Party"), such Selling Party shall send to the other Shareholder a right written notice (the "Sale Notice") in which the Selling Party shall specify the following information: (i) the number of first shares of Common Stock of Ormat Technologies that the Selling Party proposes to sell or transfer (the "Offered Shares"); (ii) the price that the Selling Party intends to receive in respect of the Offered Shares, which shall be stated in cash, and the terms of payment thereof. Such Sale Notice shall constitute an irrevocable offer with respect to any space that Lessor determines sell the Offered Shares to offer for lease the other Shareholder (the "ROFO Shareholder"), on the basis described below, at a purchase price equal to the price contained, and on the same terms and conditions as set forth, in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in Sale Notice. 2.2.2. At any time within ten (10) Business Days, after delivery of the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing Sale Notice (the “First Offer ROFO Shareholder Option Period”), the ROFO Shareholder, may elect to accept the offer to purchase all (and not less than all) of the Offered Shares by giving written notice of such election (the “ROFO Shareholder Acceptance Notice”) from time to time when Lessor proposes the Selling Party within the ROFO Shareholder Option Period, which notice shall indicate that the ROFO Shareholder is willing to offer any First Offer Space purchase all of the Offered Shares. A ROFO Shareholder Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for leasethe sale and purchase of the Offered Shares covered by such ROFO Shareholder Acceptance Notice. The First Offer Notice shall describe closing for the First Offer Space which is the subject purchase of the proposal Offered Shares by the ROFO Shareholder under this Section 2.2 shall take place within thirty (“Proposal Space”30) days following the expiration of the ROFO Shareholder Option Period at the offices of the Selling Party or on such other date or at such other place as may be agreed to by the Selling Party and shall the ROFO Shareholder. 2.2.3. Notwithstanding anything to the contrary, and subject to the Tag Along Right set forth in Section 2.3 below, if the ROFO Shareholder does not elect within the ROFO Shareholder Option Period to exercise the rights to purchase under this Section 2.2 all of the Offered Shares proposed to be sold, the Selling Party may, within one hundred and twenty (120) days after the expiration of the ROFO Shareholder Option Period (the "Sale Period"), sell all such Offered Shares to a third party, on terms and conditions (including that are not less favorable to the proposed lease term) Selling Party than those set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Sale Notice. If Lessor does not receive Following the Sale Period, any sale or transfer by a response from Lessee Shareholder will be made in writing to Lessor’s First Offer Notice by accordance with the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject provisions of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termthis Section 2.2.

Right of First Offer. Lessor hereby grants Section 3.1 Bid Request. (a) Subject to LesseeSection 2.2 through Section 2.3, if Producer requires any Services in respect of any Producer Gas that are not the subject of a right Services Agreement then in effect and are not otherwise already being provided by Midstream (“New Services”), including any such New Services to be provided through any existing facility acquired or proposed to be acquired by Producer (an “Acquired Facility”), Producer shall promptly (and, in the case of first offer the acquisition of any Acquired Facility, on or before the 10th Day after the acquisition of such Acquired Facility) provide notice to Midstream of such desired New Services, which notice (the “Bid Request”) shall include, to the extent applicable: (i) confirmation that the New Services include all Services with respect to any space that Lessor determines to offer for lease Producer Gas produced from the Dedication Area described in the “General Atomics Roselle Properties,” defined Bid Request, or a description of any Conflicting Dedication and the Services being excluded from the Bid Request as properties as a result of such Conflicting Dedication; (ii) a description of the initial required delivery points to which Lessor has unfettered lease Producer’s residue Gas is to be redelivered to Producer (including any existing delivery points to which residue Gas is to be delivered from the Acquired Facility); (iii) Producer’s required Firm Capacity in MMcf per Day; (iv) in the case of an Acquired Facility, a reasonable description of the Acquired Facility and the price paid or sublease rights proposed to be paid by Producer for the Acquired Facility, including any liabilities assumed by Producer, and which are details of any third party contracts for processing at the Acquired Facility; (v) a description of any new facilities Producer desires, including the capacity thereof; (vi) a description of the area that will constitute the “Dedication Area” for purposes of any Processing Agreement or other Services Agreement entered into pursuant to such Bid Request with respect to the New Services (the “Dedication Area”); (vii) the Oil and Gas Interests located in the area bordered by RoselleDedication Area with respect to which the New Services are required, Flintkoteincluding a description of any existing xxxxx and a proposed development plan for the xxxxx to be drilled on such Oil and Gas Interests during the period of at least 18 Months after such notice, Dunhill and Estuary Streets including production forecasts for all such xxxxx; and (including without limitation viii) if the building located at 0000 Xxxxxxx Xxxxxx [Building 67]New Services do not include Processing Services, a form of Services Agreement covering the New Services. (b) Notwithstanding Section 3.1(a), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) if from time to time when Lessor proposes any Processing Agreement is in effect, Producer shall not be required to offer issue a Bid Request in connection with any First Offer Space desired expansion of the Processing Plant (as defined in such Processing Agreement) to provide Increased Capacity (as defined in such Processing Agreement). (c) Concurrently with or following its delivery of a Bid Request to Midstream, Producer may seek bids from third parties (each, a “Third Party Bidder”, and each bid received from a Third Party Bidder a “Third Party Bid”) to provide the New Services set forth in the Bid Request on the same terms and conditions as are set forth in the Bid Request (which, if the New Services include Processing Services, shall be substantially the terms and conditions set forth in the Processing Agreement or, if the New Services do not include Processing Services, shall be substantially the terms and conditions set forth in the form of Services Agreement delivered by Producer with the relevant Bid Request). Any such Third Party Bid shall only be considered if it is received by Producer on or before the 30th Day after Midstream’s receipt of the Bid Request, and only if such Third Party Bid (i) includes itemized fees for lease. The First Offer Notice shall describe each of the First Offer Space which is New Services that are the subject of the proposal (“Proposal Space”) Bid Request, as well as details of all other proposed charges and shall set forth the terms costs applicable to such Third Party Bid, and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant propose any changes to the Terms Processing Agreement or proposed form of Services Agreement (“Declined Proposal Space”as applicable). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Term.

Right of First Offer. Lessor hereby grants (a) Prior to Lesseeany Investor effecting a Transfer described in Section 4.1(d) (a "Third-Party Sale"), such Investor (the "Offering Stockholder") will deliver to the Company a written Notice (an "Offer Notice") specifying the amount of consideration (the "Offer Price") and the other material terms pertaining to such Third Party Sale for which the Offering Stockholder proposes to sell the Securities to be offered in such Third-Party Sale (the "Offered Stock") and, to the extent known or contemplated, the proposed purchaser of the Offered Stock. (b) If the Company delivers to the Offering Stockholder a written notice (an "Acceptance Notice") within 20 calendar days of receipt of the Offer Notice (such 20 calendar day period being referred to herein as the "ROFO Acceptance Period") stating that the Company or its designee (the "ROFO Purchaser")is willing to purchase all of the Offered Stock for the Offer Price and on the other terms set forth in the Offer Notice, the Offering Stockholder will sell all of the Offered Stock to the ROFO Purchaser, and the Company will purchase such Offered Stock from the Offering Stockholder, on the proposed terms and subject to the conditions set forth below. (c) The consummation of any purchase of the Offered Stock by the ROFO Purchaser pursuant to this Section 4.2 (the "ROFO Closing") will occur no more than 45 calendar days following the delivery of the Acceptance Notice (such 45 calendar day period being referred to herein as the "ROFO Closing Period") at 10:00 a.m. (Eastern Time) at the Company's offices or at such other time of day and place as may be mutually agreed upon by the Offering Stockholder and the ROFO Purchaser. At the ROFO Closing, (i) the ROFO Purchaser will deliver to the Offering Stockholder by wire transfer to an account designated by the Offering Stockholder an amount in immediately available funds equal to the Offer Price, (ii) the Offering Stockholder will deliver one or more certificates evidencing the Offered Stock, together with such other duly executed instruments or documents (executed by the Offering Stockholder) as may be reasonably requested by the ROFO Purchaser to acquire the Offered Stock free and clear of any and all claims, liens, pledges, charges, encumbrances, security interests, options, trusts, commitments and other restrictions of any kind whatsoever (collectively, "Encumbrances"), except for Encumbrances created by this Agreement, or federal or state securities laws ("Permitted Encumbrances"), and (iii) in connection with foregoing the Offering Stockholder will represent and warrant to the Company that, upon the ROFO Closing, the Offering Stockholder will convey and the Company will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered Stock, free and clear of any and all Encumbrances, except for Permitted Encumbrances. (d) If no Acceptance Notice relating to the proposed Third-Party Sale is delivered to the Offering Stockholder prior to the expiration of the ROFO Acceptance Period, or an Acceptance Notice is so delivered to the Offering Stockholder but the ROFO Closing fails to occur prior to the expiration of the ROFO Closing Period (unless the ROFO Purchaser was ready, willing and able prior to the expiration of the ROFO Closing Period to consummate the transactions to be consummated by the ROFO Purchaser at the ROFO Closing), the Offering Stockholder may, during the 360 calendar day period immediately following the expiration of the ROFO Acceptance Period (in the event that no Acceptance Notice was timely delivered to the Offering Stockholder) or the 360 calendar day period immediately following the expiration of the ROFO Closing Period (in the event that an Acceptance Notice was timely delivered to the Offering Stockholder but the ROFO Closing failed timely to occur other than as a result of a failure by the Offering Stockholder to perform its obligations under Section 4.2(c) hereof) at a gross price at least equal to the Offer Price and on such other terms no more favorable to the Transferee than those set forth in the Offer Notice, consummate the Third-Party Sale in accordance with Section 4.1(d). After the applicable 360-day period, any Transfer pursuant to Section 4.1(d) shall not be made unless the Investor again complies with the provisions of this Section 4.2. (e) For purposes of this Section 4.2, the value of any consideration other than cash that is payable or receivable in the Third Party Sale will be as determined by the Board in good faith or, if the Offering Stockholder gives the Company written notice of its disagreement with such valuation within ten Business Days after receipt of written notice of such value, such value will be determined in accordance with the appraisal procedures set forth on Exhibit B. The various time periods described above relating to any actions regarding the exercise of a right of first offer with respect will be extended for the duration of any period in which the value of any non-cash consideration is subject to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) dispute pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”Section 4.2(e). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Term.

Right of First Offer. Lessor Except as provided in Articles 5 and 8, the Company hereby grants to Lessee, each Shareholder a right of first offer with respect ("Right of First Offer") to subscribe for such Shareholder's pro-rata share of any space New Securities (as defined in Section 4(e) below) that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) Company may from time to time when Lessor propose to issue, and the provisions of this Article 4 shall apply to such issuances. (a) In the event that the Company proposes to offer undertake an issuance of New Securities, the Company shall give written notice (the "Company Notice") of its intention to so issue such New Securities to each Shareholder. The Company Notice shall include the type and number of such New Securities, the price and the general terms upon which such New Securities are proposed to be issued, the number of such New Securities for which each Shareholder is entitled to subscribe pursuant to this Article 4 and the identity of the Person(s) to whom such New Securities are proposed to be issued (the "Proposed Acquirers"). (b) Each Shareholder shall have 28 calendar days after the receipt of the Company Notice to agree irrevocably to subscribe for up to its pro-rata share of such New Securities for the price and upon the general terms specified in the Company Notice by giving written notice to the Company and stating therein the number of New Securities for which such Shareholder shall subscribe. If any Shareholder fails to exercise or waives its Right of First Offer Space for lease. The hereunder (a "Non-Exercising Shareholder"), the Company shall give notice to all Shareholders who do exercise their Right of First Offer Notice (the "Exercising Shareholders") of such failure or waiver. (c) Each Exercising Shareholder shall describe have a right of over allotment to subscribe for up to its pro-rata portion of any New Securities not subscribed for by a Non-Exercising Shareholder hereunder. Each Exercising Shareholder may exercise irrevocably such right of over allotment by giving written notice to the Company within 28 calendar days of receipt of the notice of non-exercise or waiver from the Company described in Section 4(b) and stating therein the number of New Securities for which such Exercising Shareholder shall subscribe. Upon exercises of the Right of First Offer Space which is hereunder in connection with any proposed issuance of New Securities, the subject Company shall simultaneously issue such New Securities pursuant to such exercises at such time and place as the Company shall determine. Any exercise by any Shareholder of a right of subscription pursuant to this Article 4 shall be final and irrevocable. (d) If the proposal (“Proposal Space”) and shall set forth Shareholders waive or fail to exercise in full the terms and conditions (including the proposed lease term) Right of First Offer set forth in the proposal Sections 4(b) and (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer c) with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described New Securities within the above-mentioned time periods, then the Company shall have 120 calendar days thereafter to sell any New Securities with respect to which the Shareholders did not exercise their Right of First Offer at a price and upon general terms no more favorable to the Proposed Acquirers than those specified in the First Offer Notice upon Company Notice. In the Terms set forth event the Company does not sell the New Securities within such 120-day period, the Company shall not thereafter issue or sell such New Securities without first offering such New Securities to the Shareholders in accordance with this Article 4. (e) For the purposes of this Article 4, the term "New Securities" shall mean any Securities, whether now authorized or authorized in the First Offer Noticefuture, that are offered for subscription or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice sale by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermCompany.

Right of First Offer. Lessor hereby grants to Lessee, Tenant shall have a right of first offer with respect to any the space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined A shown on Exhibit C B attached hereto and made a part hereof (collectively, the “First Offer Offered Space”). Lessor , under the following terms and conditions: (a) Subject to the provisions of Section 7(d) below, if at any time during the term of the Lease any lease for any portion of the Offered Space shall notify Lessee expire and if Landlord intends to market the Offered Space to prospects for lease with third parties (a “Proposed Tenant”) other than the tenant then occupying such space (or its affiliates), Landlord shall first allow Tenant the right to include the Offered Space within the Premises. (b) Such offer shall be made by Landlord to Tenant in writing a written notice (hereinafter called the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice which notice shall describe designate the First Offer Space which is the subject of the proposal (“Proposal Space”) space being offered and shall set forth specify the terms and conditions (including for such Offered Space that Landlord intends to submit to prospective tenants in an effort to market the proposed lease term) Offered Space. Tenant may accept the offer set forth in the proposal Offer Notice by delivering to Landlord an unconditional acceptance (collectively, the hereinafter called “TermsTenant’s Notice”). If Lessee wishes to exercise Lessee’s right ) of first such offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt delivery by Landlord of the First Offer Notice to Tenant. Time shall be of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept (or fails to timely accept) an offer made by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) Landlord pursuant to which Lessee shall elect either the provisions hereof with respect to (i) lease all of the Proposal Offered Space described designated in the First Offer Notice upon the Terms set forth in the First Offer Notice, or Landlord shall be under no further obligation whatsoever respect to such space. In order to send the Offer Notice, Landlord does not need to have negotiated a lease with any particular Proposed Tenant but may merely have determined on what basis it will market the Offered Space to Proposed Tenants. Tenant must make its decision with respect to the Offered Space as long as it has received a description of such material economic terms. (iic) refuse Tenant must accept all Offered Space offered by Landlord at any one time if it desires to accept any of such Offered Space and may not exercise its right with respect to only part of such space. In addition, if Landlord desires to lease more than just the Offered Space to one tenant, Landlord may offer to Tenant pursuant to the terms hereof all such space identified in which Landlord desires to lease, and Tenant must exercise its rights hereunder with respect to all such space and may not insist on receiving an offer for just the First Offer Notice. Offered Space. (d) If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice Tenant at any time declines any Offered Space offered by the Election DateLandlord, Lessee Tenant shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Noticeirrevocably waived all further rights under this Addendum, then Lessor and Landlord shall be free to lease the Declined Proposal Offered Space that was the subject of the First Offer Notice to any person or entity Proposed Tenant including on economic terms which may be less favorable thanto Landlord than those set forth in the Offer Notice. (e) Tenant shall not have the benefit of the foregoing right of first offer if Tenant is in Default at the time the Offer Notice is to be sent, or if at such time any circumstance exists which, with the same asgiving of notice or the passage of time, the Terms offered to Lesseeor both, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for would constitute a Default. The period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lesseetime Tenant’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies shall not less than seventy-five percent (75%) be extended or enlarged by reason of Tenant’s inability to exercise such right because of the Premises then under the Sublease. Lessee’s right provisions of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termthis paragraph.

Right of First Offer. Lessor (a) Subject to the terms of this Section 4, each Stockholder hereby unconditionally and irrevocably grants to Lessee, each other Applicable Stockholder a right of first offer to purchase any or all shares of Capital Stock that such Stockholder may propose to Transfer (whether or not as a the result of an unsolicited offer received by such Stockholder), other than to a Specified Transferee of such Stockholder and other than pursuant to a Transfer in accordance with respect Section 6. (b) If a Stockholder desires to Transfer all or a portion of its shares of Capital Stock to any space that Lessor determines to offer for lease Person other than a Specified Transferee of such Stockholder, and other than in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselleaccordance with Section 6, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing such Stockholder (the “First Selling Stockholder”) shall first deliver written notice of its desire to do so (the “Offer Notice”) from time to time when Lessor the Corporation and each of the other Applicable Stockholders (the “Non-Selling Stockholders”). The Offer Notice must specify: (i) the Selling Stockholder’s bona fide intention to Transfer the shares of Capital Stock; (ii) the number of shares of Capital Stock that the Selling Stockholder proposes to offer any First Offer Space for lease. The First Offer Notice shall describe Transfer (the First Offer Space which is “Offered Shares”); (iii) the subject proposed consideration per share of Capital Stock (expressed as a value in cash, the proposal (“Proposal SpaceOffered Price”) for which the Selling Stockholder proposes to Transfer the Offered Shares; and shall set forth the (iv) all other material terms and conditions (including of the proposed lease term) set forth in the proposal transaction (collectively, the “Offered Terms”). If Lessee wishes Each Offer Notice shall constitute an irrevocable offer by the Selling Stockholder to exercise Lessee’s right Transfer the Offered Shares in accordance with the Offer Notice and this Section 4. (c) Each Non-Selling Stockholder shall have an option, exercisable for a period of first offer with respect to fifteen (15) calendar days from the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt date of delivery of the First Offer Notice by Lessee such Selling Stockholder (the “Election Non-Selling Stockholder Option Period”) to purchase all or a portion of the Offered Shares for the Offered Price and on the Offered Terms. Such option shall be exercised by delivery by such Non-Selling Stockholder (a “ROFO Purchasing Stockholder”) of written notice to the Selling Stockholder, which shall state the number of Offered Shares that such ROFO Purchasing Stockholder intends to purchase and shall include a representation letter certifying that such ROFO Purchasing Stockholder is an “accredited investor” within the meaning of Rule 501 under the Securities Act. Any written notice delivered by a ROFO Purchasing Stockholder to the Selling Stockholder exercising the option set forth under this Section 4(c) shall constitute an irrevocable commitment by such ROFO Purchasing Stockholder to purchase up to the maximum number of Offered Shares for which such ROFO Purchasing Stockholder has indicated its intention to purchase in such written notice in accordance with the Offer Notice and this Section 4. Any Non-Selling Stockholder that fails to provide such written notice to the Selling Stockholder prior to the expiration of the Non-Selling Stockholder Option Period shall forfeit its right to purchase any of the Offered Shares. (d) In the event that the number of Offered Shares that the ROFO Purchasing Stockholders elect to purchase is greater than the actual number of Offered Shares, then each ROFO Purchasing Stockholder shall be entitled to purchase a pro rata portion of the Offered Shares, equal to the number of Offered Shares multiplied by such ROFO Purchasing Stockholder’s Applicable Ownership Percentage, for the Offered Price and on the Offered Terms. (e) The ROFO Purchasing Stockholders shall not have any right to purchase any of the Offered Shares hereunder unless all of the Offered Shares are purchased pursuant to this Section 4. If the ROFO Purchasing Stockholders exercise their options to purchase all of the Offered Shares, each such ROFO Purchasing Stockholder shall, following delivery of written notices to the Selling Stockholder for such election, cooperate with the Selling Stockholder, and the Selling Stockholder shall cooperate with each ROFO Purchasing Stockholder, and each of them shall use commercially reasonable efforts, to consummate the purchase and sale of the Offered Shares that such ROFO Purchasing Stockholder has elected to purchase, as promptly as practicable and, in any event, within thirty (30) calendar days following the end of the Non-Selling Stockholder Option Period (subject to such extensions as are reasonably necessary to obtain any third party approvals, including approvals from governmental entities, as may be necessary to consummate such purchase and sale), for the Offered Price and on the Offered Terms. If the Non-Selling Stockholders do not exercise their options to purchase all of the Offered Shares within the Non-Selling Stockholder Option Period, then all options of the Non-Selling Stockholders to purchase the Offered Shares, whether exercised or not, shall terminate. (f) Upon the earlier of (i) the expiration of the Non-Selling Stockholder Option Period in which period the Non-Selling Stockholders do not deliver written notices indicating their intent, in the aggregate, to purchase all of the Offered Shares, and (ii) delivery of written notices to the Selling Stockholder from all the Non-Selling Stockholders indicating their intent, in the aggregate, to purchase less than all of the Offered Shares (the date of such earlier occurrence, the “ROFO Ending Date”), Lessee the Selling Stockholder shall deliver written notice have the right, exercisable for a period of ninety (90) calendar days from the ROFO Ending Date (the “Unrestricted Period”), but subject to Lessor (“Lessee’s Election Notice”) pursuant Section 5, to which Lessee shall elect either to (i) lease Transfer all or a portion of the Proposal Space described in Offered Shares to any Person (but subject to Section 8) for a price per share of Capital Stock that is not less than the First Offer Notice upon Offered Price and on material terms and conditions that are not more favorable to such Person than the Terms set forth in the First Offer NoticeOffered Terms; provided, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive that a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Selling Stockholder shall be deemed to have elected Transferred its Offered Shares during the Unrestricted Period if it, during the Unrestricted Period, has irrevocably entered into a bona fide binding agreement to Transfer the Offered Shares to any Person; provided further, that the closing of such Transfer must occur within sixty (60) calendar days of the execution of such bona fide binding agreement, which period may be extended by the Selling Stockholder by up to an additional ninety (90) calendar days as required to obtain any required regulatory approvals. If the Selling Stockholder ever wishes to Transfer the Offered Shares, for a price per share of Capital Stock that is less than the Offered Price or on material terms and conditions that are more favorable than the Offered Terms, or if the Selling Stockholder wishes to Transfer the Offered Shares following the expiration of the Unrestricted Period, then the Selling Stockholder shall be required to first comply with this Section 4 anew. (g) Notwithstanding anything to the contrary herein, with respect to each Stockholder Group, any notice to be delivered under this Section 4 to members of such Stockholder Group shall be delivered to the applicable Stockholder and it shall be the responsibility of such Stockholder to coordinate the participation of the members of its Stockholder Group with respect to the procedures set forth in this Section 4. For the sake of clarity, all references in this Section 4 to a Stockholder shall, when referring to members of a Stockholder Group, refer to all members of such group as one. Accordingly, all notifications to be made pursuant to this Section 4 shall be delivered to and sent by each Stockholder on behalf of its Stockholder Group. (h) Each Non-Selling Stockholder may assign its rights under this Section 4 to the Corporation with respect to any particular Offer Notice. (i) This Section 4 shall not apply to lease the Proposal Space Transfers of shares of Common Stock made pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermInitial Public Offering.

Right of First Offer. Lessor hereby grants 28.1 In the event Landlord, during the Lease Term, wishes to Lessee, a right of first offer with respect to any space that Lessor determines to offer for lease sell or assign its fee interest in the “General Atomics Roselle Properties,” defined as properties as Premises Landlord shall first give Tenant the opportunity to which Lessor has unfettered lease or sublease rights and which are located in purchase such fee interest subject to the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the following terms and conditions conditions: (including a) If Landlord decides to sell the proposed lease term) set forth in the proposal (collectivelyPremises, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee Landlord shall deliver written notice to Lessor Tenant of Landlord's intent to sell the Premises, which notice shall include the cash purchase price and other terms upon which Landlord is willing to sell the Premises (“Lessee’s Election Notice”) pursuant the "NOTICE OF INTENT TO SELL"). If Tenant wishes to which Lessee shall elect either to (i) lease all of purchase the Proposal Space described in the First Offer Notice Premises upon the Terms terms and conditions set forth in the First Offer NoticeNotice to Sell, or Tenant shall give Landlord written notice (ii"OFFER EXERCISE NOTICE") refuse of its election to lease exercise its right to purchase the Premises within thirty (30) days following Tenant's receipt of the Notice of Intent to Sell. Failure of Tenant to respond within such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee thirty (30) day period shall be deemed to have elected an election not to lease exercise Tenant's right to purchase granted herein; provided that Tenant agrees to confirm such deemed waiver by executing a recordable written waiver and providing such further assurances thereof as Landlord may reasonably request. (b) If Tenant exercises its right to purchase the Proposal Space Premises pursuant to this Section 28.1, the purchase price shall be the price specified in the Notice of Intent to Sell and closing shall occur within the time frames set forth in the Notice of Intent to Sell (but if Tenant elects to exercise its rights hereunder such closing shall occur within sixty (60) days from the date of Tenant's Offer Exercise Notice) and otherwise pursuant to the Terms terms of Section 27.3 hereof. (“Declined Proposal Space”). c) If Lessee a Notice of Intent to Sell is given and Tenant elects (or is deemed to have elected) not to lease purchase the Proposal Space pursuant to the First Offer NoticePremises, then Lessor Landlord shall be free to lease sell the Declined Proposal Space that was the subject of the First Offer Notice Premises to any other person or entity on economic terms not materially more favorable to the prospective purchaser than the terms upon which may Tenant shall have had the right to purchase the Premises. For purposes hereof, any purchase that is at a purchase price (taking into account the closing costs described in Section 27.3(e) above) that is not less than ninety-five percent (95%) of the purchase price that would have been payable by Tenant shall be deemed not to be materially more favorable to the prospective purchaser. In the event of a proposed sale on terms that are materially more favorable to the prospective purchaser, Landlord shall be required to give Tenant another notice of Intent to Sell, specifying the proposed terms of sale and to afford Tenant the opportunity, once again, to elect to purchase the Premises on the terms so specified, in accordance with the provisions hereof. (d) In no event shall Tenant have the right to purchase and, except as expressly permitted herein, Landlord shall not sell less favorable thanthan the entire Premises. (e) Notwithstanding anything contained herein to the contrary, or the same as, the Terms offered to Lessee, but Tenant shall not be more economically favorable by more than five percent (5%) than afforded the Terms offered rights specified in this Section 28.1 and shall not be entitled to Lessee purchase the Premises in the First Offer Notice case of (“Allowed Non-Lessee Terms”i) a sale or other transfer to an Affiliate of Landlord or (ii) any transfer or conveyance of title to the Premises or any interest therein or in Landlord as part of a group of assets marketed for sale, exchange or other disposition in a period single or related series of up transactions by Landlord or any Affiliate of Landlord. Furthermore, Tenant shall have no rights pursuant to twelve this Article XXVIII with respect to any conveyance or contribution of the Building or any interest therein or in Landlord to a real estate investment trust, umbrella partnership real estate investment trust or other entity as part of a transaction in which shares of a real estate investment trust are being sold to the public. (12a) monthsProvided Tenant has been afforded the rights granted to Tenant in this Article XXVIII, Tenant's right to purchase the Premises pursuant to Section 28.1 shall forever terminate automatically upon the consummation of a sale of the Premises to an unaffiliated third party purchaser. Tenant agrees to confirm the termination of its rights hereunder by executing a recordable, written termination and providing such further assurances thereof as Landlord may reasonably request. (b) Any election by Tenant not to exercise its rights pursuant to Section 28.1 above shall not extinguish or otherwise impair any of Tenant's right to purchase the Premises pursuant to Article XXVII above. 28.3 Nothing set forth in this Article XXVIII shall restrict or prevent Landlord from (a) making an assignment of its interest in this Lease for security, (b) admitting lenders or others as limited partners in the partnership which constitutes Landlord or (c) granting to lenders or others equity interests in the Premises or the partnership which constitutes Landlord; provided, however, if Lessor fails to enter into a lease for that any such conveyance shall not affect Tenant's Right of First Refusal and any such assignee or transferee shall comply with the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as provisions of this Article XXVIII. 28.4 The rights of purchase set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised by Orbital Sciences Corporation and not by any assignee of Orbital Sciences Corporation other than an Affiliate of Tenant or an assignee permitted pursuant to Section 7.4 above only during the Lease Term and only if Lessee occupies Tenant and/or its Affiliates are occupying not less than seventy-five fifty percent (7550%) of the Premises then demised under this Lease. Such rights shall not be assignable by Orbital Sciences Corporation to any third party nor, except as expressly provided in the Sublease. Lessee’s right preceding sentence, to any assignee, subtenant or successor-in-interest to Tenant, other than an Affiliate of first offer hereunder Tenant. 28.5 Notwithstanding anything to the contrary set forth herein, Tenant's rights to purchase under this Article XXVIII shall automatically terminate and have no further effectiveness if Lessee is not be applicable to a transaction involving the transfer of the Premises to a mortgagee-in-possession or a receiver of the Building, the Land or the Premises or a purchaser of the Building, the Land or the Premises at any foreclosure sale thereof, or a grantee of the Land, the Building or the Premises under a deed-in-lieu of foreclosure nor shall the provisions of this Article XXVIII be binding upon any such mortgagee-in-possession or receiver or purchaser at foreclosure or grantee under a deed-in-lieu of foreclosure, after a default by Landlord under any financing documents encumbering the Building, the Land or the Premises, as applicable, at any time in default of during the Sublease (subject to applicable notice and cure periodsLease Term. Further, if anythe Land, the Building or the Premises is sold as a result of any mortgage financing secured thereby (e.g. a convertible mortgage or convertible securities) more than twice then Tenant's rights under this Article XXVIII shall terminate and be of no force or effect. Tenant shall have no right to approve nor have any control over the type or extent of financing obtained by Landlord with respect to the Land, the Building or the Premises, except as may be expressly provided in Article XX of this Lease. 28.6 In the event that at any twelve (12) month period during time Landlord sells or transfers any of its interest in the TermPremises or this Lease to an unaffiliated third party and has otherwise complied with the provisions of this Article XXVIII, then provided the purchaser or transferee assumes the obligations of Landlord hereunder, Landlord named herein shall not be liable to Tenant for any obligations or liabilities based on or arising out of events or conditions occurring on or after the date of such sale or transfer. 28.7 If there is an Event of Default under this Lease on the date the Offer Exercise Notice is delivered to Landlord or at any time thereafter prior to Closing, then, at Landlord's Option, Tenant's right to purchase the Premises provided herein shall lapse and be of no further force or effect.

Right of First Offer. Lessor hereby grants (a) No Party (a "Transferring Party") shall Transfer any of its Shares or Subordinated Shareholder Loans to Lesseeany third party, unless it shall have first offered to sell such Shares and assign such Subordinated Shareholder Loans by written notice to all the other Parties and the Board of Directors. The written notice shall contain a description of the number of Shares offered for sale and the amount and terms of the subordinated Shareholder Loans offered for assignment, the price sought by the Transferring Party, and any other material information necessary for the other Parties to make an informed decision whether to purchase the Shares and/or assume the Subordinated Shareholder Loans. (b) Within thirty (30) days following receipt of the notice from the Transferring Party, each Party shall give written notice to all other Parties and the Board of Directors of its decision whether to purchase all or any portion of such Shares and/or assume all or any portion of such Subordinated Shareholder Loans. If the total number of Shares for which Parties have exercised such right exceeds the total number of Shares offered, or the total amount of Subordinated Shareholder Loans for which Parties have exercised such right exceeds the total amount of Subordinated Shareholder Loans offered, then each Party exercising such right may acquire at least the number of Shares and assume at least the amount of Subordinated Shareholder Loans that bears the same ratio to the total number of Shares or Subordinated Shareholder Loans offered that such Party's Shares or Subordinated Shareholder Loans bear to the total number of Shares or Subordinated Shareholder Loans of all Parties exercising such right; provided that should any Party accept less than the number of Shares or amount of Subordinated Shareholder Loans to which it would be entitled under the foregoing, such Party shall be entitled only to the number of Shares or amount of Subordinated Shareholder Loans it has so accepted, and the remaining Shares and Subordinated Shareholder Loans offered for Transfer shall be divided proportionately as above among those Parties who have accepted more than the number of Shares or amount of Subordinated Shareholder Loans to which they would be entitled in accordance with the foregoing. (c) Notwithstanding the right of first offer with respect to any space that Lessor determines to offer for lease stated in Section 5.3(a) and (b), in the “General Atomics Roselle Properties,” defined event that the total number of Shares or Subordinated Shareholder Loans accepted in writing as properties as to which Lessor has unfettered lease provided in Section 5.3(b) is less than all of the Shares or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelySubordinated Shareholder Loans offered for Transfer, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to Transferring Party may: (i) lease withdraw in whole or in part its offer to Transfer the number of Shares and amount of Subordinated Shareholder Loans offered; or (ii) Transfer (A) all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer NoticeShares and/or Subordinated Shareholder Loans offered (including those accepted), or (iiB) refuse to lease such space identified in if the First Offer Notice. If Lessor does Transferring Party so determines, only Transfer those Shares or Subordinated Shareholder Loans that were not receive a response from Lessee in writing to Lessor’s First Offer Notice accepted by the Election Dateother Parties. In either case, Lessee the Transfer shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space made only to a third party on who is financially responsible and of generally recognized good business repute at terms no more favorable than offered to the Parties, after the Transferring Party has notified the other Parties of the identity of the proposed purchaser and the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under proposed Transfer, and after the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default Transferring Party has received the consent of the Sublease (subject to applicable notice General Meeting of Shareholders, and cure periods, if any) more than twice in any twelve (12) month period during Government approvals required for the Termproposed Transfer.

Right of First Offer. Lessor hereby grants to Lessee, a right (a) If any Holder or group of first offer with respect to any space that Lessor determines to offer for lease Holders acting in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease concert (each or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67])collectively, as further outlined on Exhibit C attached hereto and made a part hereof (collectivelythe case may be, the “First Offer SpaceInitiating ROFO Seller”) proposes to Transfer to any ROFO Purchaser any Shares, in a single transaction or a series of related transactions (a “ROFO Sale”), then the Initiating ROFO Seller shall first furnish a written notice (the “ROFO Initiation Notice”) to the Company and the Warrant Agent. Lessor The ROFO Initiation Notice shall notify Lessee state the number and type of Shares the Initiating ROFO Seller intends to Transfer (the “ROFO Shares”), the proposed minimum cash purchase price therefor and a summary of the other terms of the proposed ROFO Sale. The Company shall promptly, but in writing no event later than five (5) Business Days, following receipt of the ROFO Initiation Notice provide such ROFO Initiation Notice to each Significant Person who is a Holder. (b) Each Significant Person shall have the right, for a period of twenty-two (22) Business Days after receipt by the Warrant Agent of the ROFO Initiation Notice (the “ROFO Period”), to agree to purchase up to its pro rata share of the ROFO Shares at the proposed minimum purchase price and on the other terms set forth in the ROFO Initiation Notice (the “First Offer Offer”). Such right shall be exercised by delivering a written notice (the “ROFO Notice”) from to the Company and the Initiating ROFO Seller within the ROFO Period specifying the number of ROFO Shares that such Significant Person agrees to purchase. If any Significant Person does not accept all or any part of its pro rata share of the ROFO Shares (the “Rejected ROFO Shares”), then, upon the expiration of the ROFO Period (or such earlier time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer period that all Significant Persons have delivered a ROFO Notice shall describe and there are Rejected ROFO Shares), all of the Significant Persons that accepted the First Offer Space which is in full shall have the subject right, for a period of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt Business Days following the date on which the Company provides notice (the “ROFO Period Expiration Notice”) to such Significant Persons that the ROFO Period has expired (or that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) (the “Reallotment Period”), to agree to purchase any or all of the Rejected ROFO Shares at the minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right shall be exercised by delivering a written notice to the Company and the Initiating ROFO Seller within the Reallotment Period specifying the number of Rejected ROFO Shares that such Significant Person agrees to purchase (the “Reallotment Notice”). The Company shall promptly, but in no event later than two (2) Business Days, following expiration of the ROFO Period (or such earlier time that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) provide the ROFO Period Expiration Notice to all Significant Persons who have accepted the First Offer. If the number of Rejected ROFO Shares accepted exceeds the number of Rejected ROFO Shares, then the Rejected ROFO Shares to be purchased shall be allocated pro rata among the Significant Persons who have delivered a Reallotment Notice, with no Significant Person being required to purchase more Shares than it has agreed to purchase (the “Reallocation Process”). (c) If either no Significant Person accepts the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease or not all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space ROFO Shares are accepted pursuant to the First Offer Noticeand the Significant Persons do not accept all of the Rejected ROFO Shares (the “Rejected Reallotment Shares”), then Lessor shall be free to lease then, upon the Declined Proposal Space that was expiration of (i) the subject of ROFO Period, if no Significant Person accepts the First Offer or (ii) the Reallotment Period (or such earlier time that all Significant Persons have delivered a Reallotment Notice and there are Rejected Reallotment Shares) if not all of the ROFO Shares are accepted pursuant to the First Offer, the Company shall have the right, for a period of seven (7) Business Days (the “Company ROFO Period”), to agree to purchase the ROFO Shares or the Rejected Reallotment Shares, as the case may be, at the proposed minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right shall be exercised by delivering a written notice to the Initiating ROFO Seller, the Warrant Agent and each Significant Person who is a Holder within the Company ROFO Period specifying the number of ROFO Shares or Rejected Reallotment Shares, as the case may be, that the Company agrees to purchase. (d) If effective acceptances are not received pursuant to Section 2.2(b) or 2.2(c) with respect to all of the ROFO Shares, then the Initiating ROFO Seller may, subject to Section 2.3, Transfer to a ROFO Purchaser all of the ROFO Shares not so accepted (the “Remaining ROFO Shares”), at a price not less than the proposed minimum purchase price, and on terms not more favorable to the ROFO Purchaser than the other terms stated in the ROFO Initiation Notice; provided, that (i) such Transfer takes place within sixty (60) Business Days after the expiration of the Company ROFO Period (the “ROFO Sale Period”) and (ii) if the consideration to be paid in exchange for the Remaining ROFO Shares by a ROFO Purchaser pursuant to this Section 2.2(d) consists of or includes any person consideration other than cash, the Initiating ROFO Seller must provide to the Company and the Warrant Agent an appraisal of the non-cash consideration (as determined by a nationally recognized investment bank selected by the Board), providing that the non-cash consideration has a value that, when added with the cash consideration to be paid for the Remaining ROFO Shares, is at least equal to the minimum purchase price set forth in the ROFO Initiation Notice. The Company shall promptly, but in no event later than five (5) Business Days following receipt of such appraisal, deliver such appraisal to all Holders who are Significant Persons. If all or entity any part of the Remaining ROFO Shares are not Transferred by the Initiating ROFO Seller during the ROFO Sale Period, the right of the Initiating ROFO Seller to Transfer any such Remaining ROFO Shares shall expire and the obligations of this Section 2.2 with respect to such Remaining ROFO Shares shall be reinstated. (e) The acceptance by any Significant Person or the Company of any offer to purchase ROFO Shares contemplated by this Section 2.2 shall be irrevocable, and the Significant Person or the Company delivering written notice of its acceptance thereof shall be bound by, and obligated to purchase the number of ROFO Shares specified in, such written notice at the minimum purchase price and the other terms set forth in the ROFO Initiation Notice. For the avoidance of doubt, the failure of a Significant Person or the Company to timely accept any offer contemplated by this Section 2.2 shall be deemed a rejection of such offer. (f) The consummation of the sales contemplated by clause (b) and (c) of this Section 2.2 shall take place at 10:00 a.m. local time at the offices of the Company on economic terms which may be less favorable thanthe thirtieth (30th) Business Day after the expiration of the ROFO Period (if all of the ROFO Shares are accepted pursuant to the First Offer), the Reallotment Period (if all of the Rejected ROFO Shares are accepted during the Reallotment Period) or the Company ROFO Period (if not all of the ROFO Shares are accepted pursuant to the First Offer and not all of the Rejected ROFO Shares are accepted during the Reallotment Period), or such other date as mutually agreed to by the same asparties to the sales contemplated by clause (b) and (c) of this Section 2.2, at which time each participating Significant Person or the Company, as applicable, shall deliver the appropriate consideration to the Initiating ROFO Seller (by check or wire transfer in accordance with instructions included in the ROFO Initiation Notice), and the Initiating ROFO Seller shall deliver to each participating Significant Person or the Company, as applicable, the Terms offered certificates (if certificated) representing the ROFO Shares being sold, in each case, duly endorsed, or with stock (or equivalent) powers duly endorsed, free and clear of any liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), with any stock (or equivalent) transfer tax stamps affixed, or other appropriate transfer instruments and documents of Transfer as the Significant Person or the Company, as applicable, shall reasonably request. (g) For purposes of this Section 2.2, the “pro rata share” of a Significant Person shall mean the product of: (i) the number of ROFO Shares or the Rejected ROFO Shares, as the case may be, multiplied by (ii) a fraction, the numerator of which is equal to Lessee, but shall not be more economically favorable the number of Shares Beneficially Owned by more than five percent (5%) than such Significant Person and the Terms offered denominator of which is equal to Lessee the aggregate number of Shares Beneficially Owned by all Significant Persons permitted to participate in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for or the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermReallocation Process.

Right of First Offer. Lessor hereby grants (a) If any Other Investor proposes to Lessee, Transfer any Other Investor Securities (other than pursuant to (i) a right of first offer with respect Transfer under Section 6 (Tag Along Rights) or Section 7 (Required Sale); (ii) a Public Sale; (iii) the Registration Rights Agreement; (iv) a Transfer to a Permitted Transferee; or (v) a Transfer to any space that Lessor determines to offer for lease in of the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]Xxxx Investors), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing any Other Investor desiring to make such Transfer (the “First Offer Transferring Other Investor”) shall give written notice (the “ROFO Sale Notice”) from time to time when Lessor proposes to offer any First Offer Space for leasethe Company. The First Offer ROFO Sale Notice shall describe (i) disclose in detail the First Offer Space number of securities to be Transferred, the price at which is the subject securities are proposed to be Transferred, and the other material terms and conditions of the proposal proposed Transfer and (ii) include an irrevocable offer to purchase the securities to be Transferred at such price and on such terms. (b) The Company may elect to purchase directly or through one or more designees or Affiliates (the “Proposal SpaceROFO Purchaser”) and shall set forth all (but not less than all) of the Other Investor Securities proposed to be Transferred on the terms and conditions (including the proposed lease term) set forth in the proposal ROFO Sale Notice by delivering a written notice of such election to the Transferring Other Investor within twenty (collectively20) days after the ROFO Sale Notice has been given (the “Offer Period”). (c) If the ROFO Purchaser accepts an offer to purchase all (but not less than all) of the Other Investor Securities proposed to be Transferred in the ROFO Sale Notice in accordance with Section 8(b), the “Terms”)ROFO Purchaser shall purchase from the Transferring Other Investor, and the Transferring Other Investor shall sell to the Company, such number of Other Investor Securities as to which the ROFO Purchaser shall have accepted pursuant to the ROFO Sale Notice. If Lessee wishes The price per Other Investor Securities to exercise Lessee’s right be paid by the Company shall be the price specified in the ROFO Sale Notice, payable in accordance with the terms of first offer the ROFO Sale Notice. The consummation of such Transfer of the Other Investor Securities to the ROFO Purchaser shall occur on a date not later than sixty (60) days (as such period may be extended to obtain any required regulatory approvals) after expiration of the Offer Period and the Transferring Other Investor shall provide no warranties or indemnities in connection with a Transfer to the ROFO Purchaser, except for warranties, customary for Transfers of this kind, with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt title to and ownership of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lesseesuch Investor’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease Securities and such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to LessorInvestor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails capacity to enter into a lease for and be bound by the Declined Proposal Space on Transfer agreement. The Company and the terms that are Transferring Other Investor shall use their commercially reasonable efforts to promptly obtain all required regulatory approvals and consents and to take such other actions as may be reasonably requested by the ROFO Purchaser or the Transferring Other Investor in connection with such Transfer. (d) If within the Allowed Non-Lessee Terms within Offer Period, the next twelve (12) monthsCompany has not elected to exercise its right under Section 8(b), or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space the Transferring Other Investor may transfer its Other Investor Securities to a third party transferee at a price and on terms not less favourable than those specified in the ROFO Sale Notice during the one hundred and eighty day (180) day period (as such period may be extended to obtain any required regulatory approvals) immediately following the end of the Offer Period (the “ROFO Transfer Period”). (e) If the transfer of such Other Investor Securities pursuant to the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice Section 8(d) has not later than the Election Date, then Lessor and Lessee shall execute an amendment been consummated prior to the Sublease incorporating into expiration of the Sublease the Proposal Space ROFO Transfer Period, such Other Investor Securities shall again be subject to this Section 8 and a separate ROFO Sale Notice shall be furnished, and the Terms applicable terms and provisions of this Section 8 shall be separately complied with, in order to consummate a Transfer of such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermOther Investor Securities.

Right of First Offer. Lessor hereby grants (a) The Company shall not issue, sell or exchange, agree to Lesseeissue, a sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any shares of Common Stock, (ii) any other equity securities of the Company, including, without limitation, shares of Preferred Stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of first offer with respect to the Company, or (iv) any space that Lessor determines to offer for lease in debt or other securities directly or indirectly convertible into capital stock of the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof Company (collectively, “Covered Securities”), unless in each such case the Company shall have first complied with this Section 9. (b) If the Company wishes to issue any Covered Securities, it shall deliver written notice to each Investor (hereinafter referred to as the “First Notice of Offer”) which Notice of Offer Space”). Lessor shall notify Lessee in writing specify (i) a description of the Covered Securities the Company proposes to issue and sell, (ii) the number of such Covered Securities which the Company wishes to sell (the “First Offer NoticeSecurities”); (iii) from time to time when Lessor proposes to offer any First the proposed cash purchase price per share or unit for the Offer Space for lease. The First Securities (the “Offer Notice shall describe the First Offer Space which is the subject of the proposal Price”); and (“Proposal Space”iv) and shall set forth the all other material terms and conditions of the offer. The Notice of Offer shall constitute an irrevocable offer by the Company to sell to the Investors the Offer Securities at the Offer Price, as hereinafter provided. (including c) Within 30 days following receipt of the proposed lease term) set forth in Notice of Offer, each Investor shall notify the proposal Company as to the number of Offer Securities, if any, it is electing to purchase (collectively, any such notification is hereinafter referred to as the “TermsInvestor’s Acceptance” and any such Investor electing to purchase Offer Securities, an “Accepting Investor”). If Lessee wishes to exercise Lesseean Investor does not provide an Investor’s right of first offer with respect Acceptance to the Company within such period, such Investor shall be deemed to have declined to purchase any of the Offer Securities. An Investor’s Acceptance shall be deemed to be an irrevocable commitment to purchase from the Company the number of Offer Securities which such Investor has elected to purchase pursuant to its Investor’s Acceptance, subject Proposal Space described to allocation of the Offer Securities among Investors accepting the Notice of Offer, as hereinafter provided. (d) If the Investors have elected to purchase a number of Offer Securities that in the First aggregate exceeds the total number of Offer NoticeSecurities, the Offer Securities shall be allocated among the Accepting Investors as follows: (x) first, among the Accepting Investors as nearly as possible in proportion to the number of Registrable Securities then held by such Accepting Investors and (y) second, among those Accepting Investors that elected to purchase more Offer Securities than the number to which they are entitled under clause (x), as nearly as possible in proportion to the number of Registrable Securities held by such Accepting Investors. This Section 9(d) shall be construed and given effect in such manner that no Investor shall be required or entitled to purchase a number of Offer Securities greater than the number set forth in its Investor’s Acceptance. The Company shall promptly notify each Accepting Investor, if any, of the number of securities allocated to it, and each such Accepting Investor shall be obligated to purchase at the Offer Price such securities at a closing as set forth in Section 9(f). (e) If the Accepting Investors do not elect to purchase all of the Offer Securities available for purchase under this Section 9, the Company may, within a period of three months from the date of the Notice of Offer, sell the remaining Offer Securities not subject to an Investor’s Acceptance to one or more third parties (each a “Third Party Purchaser”) for cash at a price per share not less than the Offer Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Purchaser than those specified in the Notice of Offer. If the Company does not complete the sale of the Offer Securities within such three-month period, the provisions of this Section 9 shall again apply, and no sale of such Offer Securities by the Company shall be made otherwise than in accordance with the terms of this Agreement. (f) The closing of purchases of Offer Securities by Investors pursuant to this Section 9 shall take place no later than 60 days after the date of the Notice of Offer, at 10:00 A.M. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days after receipt prior to such closing, the Company shall notify the Investor(s) in writing of the First names of purchasers and the portion of the Offer Notice Securities to be purchased by Lessee (each. At such closing, the “Election Date”)Company shall sell, Lessee transfer and deliver to each purchaser the Offer Securities so purchased by such purchaser and shall deliver written notice to Lessor each purchaser a certificate or other evidence representing the Offer Securities sold to such purchaser. Simultaneously with delivery of such certificates, each purchaser of the Offer Securities shall deliver to the Company, by wire transfer of immediately available funds to such bank account as the Company shall designate, a cash amount equal to the product of the Offer Price and the number of Offer Securities being acquired by such purchaser, in full payment of the purchase price of the Offer Securities purchased. (g) The term “Lessee’s Election Notice”) pursuant to which Lessee Covered Securities” shall elect either to not include shares of Common Stock issued or issuable: (i) lease all upon conversion of the Proposal Space described in Series A Preferred Stock; (ii) to officers, directors or employees of, or consultants to, the First Offer Notice upon Corporation pursuant to (x) stock options outstanding on the Terms set forth in the First Offer Noticedate hereof, or (iiy) refuse to lease such space identified in stock agreements, purchase plans, employee stock incentive programs or stock options granted after the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice date hereof on terms approved by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject Board of Directors of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periodsCompany, if any, up to a maximum of 534,566 shares of Common Stock in the aggregate; (iii) more for consideration other than twice cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors, provided such transaction is not principally for the purpose of raising equity capital; (iv) for consideration other than cash in connection with any twelve other strategic transaction unanimously approved by the Board of Directors, including any joint venture, licensing arrangement, distribution arrangement or development agreement, up to a maximum of 500,000 shares of Common Stock, provided such transaction is not principally for the purpose of raising equity capital; (12v) month period during as a dividend or distribution on any shares of capital stock of the TermCompany; and (vi) in a Qualified Public Offering. (h) In the event that any Offer Securities to be issued are voting securities, each Investor shall have the right under this Section 9 to purchase, in lieu of its share of such voting securities, an identical number of non-voting securities that have the same economic rights as such voting securities and that are freely convertible into such voting securities, subject to any restrictions on conversion which such Investor shall request. (i) This Section 9 shall terminate and be of no further force and effect upon the consummation of a Qualified Public Offering.

Right of First Offer. Lessor hereby grants (a) If a Shareholder desires to LesseeTransfer its Shares, such Shareholder (the “Selling Shareholder”) shall address to the other Shareholder (the “Non Selling Shareholder”) a written notice to that effect (the “Initial Transfer Notice”). The Non Selling Shareholder shall then have ninety (90) days from the date on which the Initial Transfer Notice is sent to determine whether it wishes to purchase the Shares so offered (the “Offered Shares”). If the Non Selling Shareholder wishes to purchase the Offered Shares, it shall deliver a notice (the “Reply Notice”) within such ninety (90)-day period to the Selling Shareholder specifying a purchase price for the Offered Shares (the “Bid Price”) and the other terms on which such Non Selling Shareholder is willing to purchase all (but not less than all) of the Offered Shares. The Selling Shareholder shall have seven (7) days from the date on which such Reply Notice is sent to determine whether to sell to the Non Selling Shareholder all of the Offered Shares at the price and on the other terms set forth in the Reply Notice, after which seven (7) day period the Non Selling Shareholder’s offer shall expire. (b) If the Selling Shareholder shall have agreed to sell the Offered Shares to the Non Selling Shareholder, then the Non Selling Shareholder shall consummate its purchase by delivering the aggregate purchase price to be paid by it for the Offered Shares via wire transfer of immediately available funds to an account specified by the Selling Shareholder on the agreed closing date which shall be, at the latest, the later of sixty (60) days after the Reply Notice is sent and five (5) days after receipt of all governmental and regulatory consents and approvals and the expiration of all applicable waiting periods. The Selling Shareholder shall not be required to make any representations and warranties, other than as to its good title to the Offered Shares free and clear of all liens, claims and encumbrances, its power and authority as an entity to consummate such Transfer, and the absence of any conflicts, required consents or legal proceedings which could affect such Transfer, and shall not be required to provide any indemnities in respect of the Offered Shares. (c) If the right of first offer with respect provided for in this Section is not exercised or the Selling Shareholder does not accept the Bid Price, then it may transfer the Offered Shares to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the Third Party subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt provisions of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermSection 5.2 below.

Right of First Offer. Lessor hereby grants In the event that, during the Term, Avon NA or any of its Affiliates intends, desires or proposes to Lesseetransfer, assign, sublicense, pledge, create an encumbrance or lien on or otherwise monetize in any manner its rights under any NA Licensed IP Rights (excluding any sublicenses of such NA Licensed IP Rights to Avon NA’s Subcontractors) (such rights, collectively, the “ROFO Rights” and any such transaction, a right “ROFO-Triggering Transaction”), whether such intent, desire or proposal is independent on the part of first Avon NA or related to or arising from receipt by Avon NA of an unsolicited offer to do so, Avon NA shall, and shall cause its Affiliates to, provide written notice (an “Offer Notice”) to Avon International that Avon NA intends, desires or proposes to engage in a ROFO-Triggering Transaction (it being understood that (a) such Offer Notice shall set forth all material terms that Avon NA would seek in the event that the rights afforded to Avon International under this Section 6.02 were exercised by Avon International and Avon NA would enter into the ROFO-Triggering Transaction with Avon International (which terms sought by Avon NA and described in such Offer Notice shall be made in good faith and shall not be made with the purpose of frustrating or otherwise circumventing Avon International’s rights under this Section 6.02), and (b) in the event the Offer Notice is provided as a result of Avon NA receiving an unsolicited offer to engage in a ROFO- Triggering Transaction, such Offer Notice shall set forth all material terms of such offer). The provision of an Offer Notice shall constitute an offer (the “Offer”) by Avon NA to provide Avon International such ROFO Rights and engage in the ROFO-Triggering Transaction with Avon International on the terms set forth in such Offer Notice. Avon International shall have a thirty (30) day period commencing on the date the Offer is received by Avon International (the “Offer Period”) in which to accept such Offer and, during the Offer Period (and, during the sixty (60)- period described in the following sentences of this Section 6.02, if applicable), Avon NA shall, and shall cause its Affiliates to, (i) reasonably cooperate with Avon International, and reasonably respond to Avon International, with respect to any space that Lessor determines information reasonably requested by Avon International in order to offer for lease evaluate the ROFO-Triggering Transaction and (ii) not engage in the “General Atomics Roselle Properties,” defined as properties as any manner with respect to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets be a party to any ROFO-Triggering Transaction with any Person other than Avon International (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time by not making available to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer such Person any confidential information with respect to the subject Proposal Space described ROFO Rights). At the same time, Avon International shall, during the Offer Period, use commercially reasonable efforts to evaluate and respond to the Offer in an expeditious manner. In the First Offer Notice, then within five (5) business days after receipt event that Avon International provides a notice of acceptance of the First Offer Notice by Lessee to Avon NA prior to the expiration of such Offer Period, the Parties shall negotiate in good faith the terms of definitive agreements which shall reasonably reflect the material terms of the Offer. If Avon International fails to notify Avon NA of its acceptance of such Offer prior to the expiration of the Offer Period, or if Avon International accepts the Offer during the Offer Period but the Parties do not agree on and enter into definitive agreements within sixty (60) days following the “Election Date”date of Avon International’s notice of acceptance (other than as a result of Avon NA’s breach of this Agreement or otherwise acting in bad faith), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Avon International shall be deemed to have elected not declined such Offer, in which case Avon NA shall have the right to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to negotiate and enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Nondefinitive agreements with respect to such ROFO-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a Triggering Transaction with any third party on identical or more favorable, in the aggregate, as to Avon NA, terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space and conditions as were set forth herein including by delivery in the Offer Notice. For the avoidance of Lessee’s Election Notice not later than doubt, Avon NA and Avon International shall comply in all respects with the Election Date, then Lessor and Lessee shall execute an amendment procedures set forth in this Section 6.02 with respect to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventyany newly proposed ROFO-five percent Triggering Transaction.” (75%d) Section 9.02 of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate Agreement is hereby amended and have no further effectiveness if Lessee is at any time restated in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Term.its entirety as follows:

Right of First Offer. Lessor hereby grants The Company shall only issue Non-Public Capital Stock in a Private Financing Transaction in accordance with the following terms: (a) The Company shall not issue any Non-Public Capital Stock in a Private Financing Transaction unless it first delivers to Lesseeeach Investor who is then an Eligible Purchaser (as defined below) and who, in the case of Note Investors, purchases at least $10 million in aggregate principal amount at maturity of New Notes at the closing of the Concurrent Financing Transactions (each such Person being referred to in this Section 6 as a "Buyer"), a written notice (the "Notice of Proposed Issuance") specifying the type and total number of such shares of Non-Public Capital Stock that the Company then intends to issue (the "Offered Non-Public Capital Stock"), all of the material terms, including the price upon which the Company proposes to issue the Offered Non-Public Capital Stock and stating that the Buyers shall have the right to purchase the Offered Non-Public Capital Stock in the manner specified in this Section 6.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance. (b) For a period of ten (10) calendar days from the date the Company delivers to all of the Buyers the Notice of Proposed Issuance (the "Ten Day Period"), the Buyers may elect to subscribe to purchase Offered Non-Public Capital Stock at the same price per share and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Non-Public Capital Stock must give written notice of its election to the Company prior to the expiration of the Ten Day Period. If the Offered Non-Public Capital Stock is being offered as part of an investment unit together with debt or other instruments, any election by a Buyer to purchase Offered Non-Public Capital Stock shall also constitute an election to purchase a like portion of such debt or other instruments. (c) Each Buyer shall have the right to purchase that number of shares of the Offered Non-Public Capital Stock as shall be equal to the number of shares of the Offered Non-Public Capital Stock multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock then held by such Buyer plus all shares of Common Stock issuable upon conversion of all Convertible Securities then held by such Buyer and the denominator of which shall be the aggregate number of shares of Common Stock Deemed Outstanding. The amount of such Offered Non-Public Capital Stock that each Buyer is entitled to purchase under this Section 6 shall be referred to as its "Proportionate Share." (d) Each Buyer shall have a right of first offer oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Offered Non-Public Capital Stock, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Offered Non-Public Capital Stock not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Non-Public Capital Stock by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Non-Public Capital Stock available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (e) If all of the Offered Non-Public Capital Stock has not been subscribed for by the Buyers pursuant to the foregoing provisions, then the Company shall have the right, until the expiration of one-hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Non-Public Capital Stock not purchased by the Buyers at not less than, and on terms no more favorable in any space material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Non-Public Capital Stock is not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Non-Public Capital Stock. (f) The Company may proceed with the issuance of Non-Public Capital Stock without first following the foregoing procedures provided that Lessor determines within ten (10) days following the issuance of such Non-Public Capital Stock, the Company or the purchaser of the Non-Public Capital Stock undertakes steps substantially similar to those described above to offer to all Buyers the right to purchase from such purchaser or from the Company such amount of such Non-Public Capital Stock at the same price and terms applicable to the purchaser's purchase thereof as is necessary for lease in the “General Atomics Roselle Properties,” defined Buyers to maintain the same ownership percentage of the Company on a fully diluted basis as properties as existed prior to which Lessor has unfettered lease or sublease rights and which are located in such issuance of Non-Public Capital Stock. (g) Notwithstanding the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyforegoing, the “Right of First Offer Space”). Lessor described in this Section 6 shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer not apply with respect to the subject Proposal Space described issuance of Excluded Securities or to any Investor who is not an Eligible Purchaser. For purposes of this Section 6, any Investor shall be an "Eligible Purchaser" with respect to a proposed issuance of Non-Public Capital Stock if such Investor meets the Company's reasonable requirements for investors generally (such as being an Accredited Investor or Qualified Institutional Buyer) to purchase Non-Public Capital Stock in the First Offer Notice, then within five particular Private Financing Transaction. (5h) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant The rights granted under this Section 6.1 are personal to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but Investors and shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, assignable or desires to lease such space on terms otherwise transferable other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery an Affiliate of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermInvestor.

Right of First Offer. Lessor Grantor hereby grants and sells to Lessee, Grantee a one-time right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “Right of First Offer Offer”) for the purchase of the real property more particularly described on Exhibit A hereto (the “Subject Properties”) on and subject to the terms hereof. Subject to Section 6, if at any time Grantor proposes to effect any sale, transfer, assignment or other disposition (a “Disposition”) of its right, title and interest in and to all or any part of the Subject Properties (the “Subject Property Interest”) to any third party, Grantor shall deliver to Grantee a written notice (the “Disposition Notice”) from of the proposed Disposition. If Grantee delivers notice to Grantor within ten (10) days of receipt of the Disposition Notice of Grantee’s intent to engage in negotiations regarding the Disposition, then for the thirty (30) days following delivery of the Disposition Notice, Grantor and Grantee shall discuss and attempt to negotiate and agree upon the terms upon which Grantee would be willing to purchase the Subject Property Interest under this Agreement. Upon the first to occur of (i) Grantee’s failure to deliver notice to Grantor of Grantee’s intent to engage in such discussions within the time period prescribed in the preceding sentence; (ii) Grantee’s delivery of notice to Grantor of Grantee’s intent not to engage in such discussions; and (iii) the failure of Grantor and Grantee to reach agreement on the terms upon which Grantee would purchase the Subject Property Interest by the end of such thirty (30) day period, Grantor may proceed with the proposed Disposition with any third party at any time when Lessor proposes and upon any such terms as Grantor may determine in its sole discretion, and Grantee shall be deemed to offer any First Offer Space for leasehave irrevocably elected not to purchase the Subject Property Interest that is the subject of such Disposition Notice. The First Offer Notice shall describe In the First Offer Space event that Grantor and Grantee reach agreement on the terms upon which Grantee would purchase the Subject Property Interest that is the subject of the proposal Disposition Notice within such thirty (“Proposal Space”30) day period, then, on such business day as Grantor and Grantee shall set forth the terms and conditions mutually agree (including the proposed lease termwhich shall be not less than thirty (30) set forth in the proposal days nor more than sixty (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (560) business days after receipt the end of such thirty (30) day period) Grantee shall purchase the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or Subject Property Interest that is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the Disposition Notice upon the terms mutually agreed by Grantor and Grantee. In the event that any Disposition Notice relates to only a portion, and not the entirety, of the Subject Properties, Grantee’s Right of First Offer Notice as to any person or entity on economic terms which may be less favorable than, or the same as, remaining Subject Property Interests that were not the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer subject of such Disposition Notice (the “Allowed Non-Lessee TermsRemaining Subject Properties”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease shall survive such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Disposition Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermRemaining Subject Properties.

Right of First Offer. Lessor The Company hereby grants to Lessee, each -------------------- Shareholder a right of first offer with respect ("Right of First Offer") to subscribe for such Shareholder's pro-rata share of any space New Securities (as defined in Section 4(e) below) that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) Company may from time to time when Lessor propose to issue. (a) In the event that the Company proposes to offer undertake an issuance of New Securities, the Company shall give written notice (the "Company Notice") of its intention to so issue such New Securities to each Shareholder. The Company Notice shall include the type and number of such New Securities, the price and the general terms upon which such New Securities are proposed to be issued, the number of such New Securities for which each Shareholder is entitled to subscribe pursuant to this Article 4 and the identity of the Person(s) to whom such New Securities are proposed to be issued (the "Proposed Acquirers"). (b) Each Shareholder shall have 21 calendar days after the receipt of the Company Notice to agree to subscribe for its pro-rata share of such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the number of New Securities for which such Shareholder shall subscribe. If any Shareholder fails to exercise or waives its Right of First Offer Space for lease. The hereunder (a "Non- Exercising Shareholder"), the Company shall give notice to all Shareholders who do exercise their Right of First Offer Notice (the "Exercising Shareholders") of such failure or waiver. (c) Each Exercising Shareholder shall describe have a right of over allotment to subscribe for its pro-rata portion of any New Securities not subscribed for by a Non-Exercising Shareholder hereunder. Each Exercising Shareholder may exercise such right of over allotment by giving written notice to the Company within seven calendar days of receipt of the notice of non- exercise or waiver from the Company described in clause (b) above and stating therein the number of New Securities for which such Exercising Shareholder shall subscribe. (d) In the event the Shareholders waive or fail to exercise in full the Right of First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in clauses (b) and (c) of this Article 4 within the proposal (collectivelyabove-mentioned time periods, then the “Terms”). If Lessee wishes Company shall have 120 calendar days thereafter to exercise Lessee’s right of first offer sell any New Securities with respect to which the subject Proposal Space described Shareholders did not exercise their Right of First Offer at a price and upon general terms no more favorable to the Proposed Acquirers than those specified in the First Offer Company Notice. In the event the Company does not sell the New Securities within such 120-day period, then within five the Company shall not thereafter issue or sell such New Securities without first offering such New Securities to the Shareholders in accordance with this Article 4. (5e) business days after receipt For the purposes of this Article 4, the First Offer Notice by Lessee (the “Election Date”)term "New Securities" shall mean any Securities, Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described whether now authorized or authorized in the First Offer Notice upon the Terms set forth in the First Offer Noticefuture, that are offered for subscription or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice sale by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermCompany.

Right of First Offer. Lessor hereby grants (a) Subject to Lessee, a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]Section 3.3(i), as further outlined on Exhibit C attached hereto before any Shares may be Transferred, by any Stockholder or any of their respective transferees (provided that in each case such transferee shall have agreed in writing to be bound by and made comply with the provisions of this Agreement affecting the Shares so transferred) (a part hereof (collectively, the “First Offer SpaceSelling Stockholder”). Lessor , such Shares shall notify Lessee be first offered as set forth in writing this Section 3.3. (b) The Selling Stockholder shall deliver a notice (the “First Offer Stockholder Notice”) from time to time when Lessor the Corporation stating (A) such Selling Stockholder’s bona fide intention to Transfer such Shares, (B) the number of such Shares to be Transferred, and (C) the price for which such Selling Stockholder proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal Transfer such Shares. (“Proposal Space”c) and shall set forth the terms and conditions Within fifteen (including the proposed lease term15) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee Stockholder Notice, the Corporation shall deliver to the Selling Stockholder and the other Stockholders a notice (the “Election DateCorporation Notice”), Lessee shall deliver written notice together with a copy of the Stockholder Notice, stating the number of Shares the Corporation elects to Lessor purchase, if any. (“Lessee’s Election Notice”d) pursuant If the Corporation has elected to which Lessee shall elect either to (i) lease purchase less than all of the Proposal Space described in the First Offer Notice upon the Terms Shares set forth in the First Offer Stockholder Notice, or the Stockholders (iiother than the Selling Stockholder) refuse shall have the right to lease such space identified purchase the remaining available Shares (the “Remaining Shares”) at the price set forth in the First Offer Stockholder Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Such right shall be deemed to have elected not to lease exercisable by such Stockholders on a pro rata basis, based on the Proposal Space pursuant number of shares of Common Stock then held by such Stockholders (assuming the conversion of Series A Preferred Stock and Series C Preferred Stock, as applicable) in relation to the Terms number of shares of Common Stock then held by all Stockholders other than the Selling Stockholder (assuming the conversion of Series A Preferred Stock and Series C Preferred Stock, as applicable). Such right shall be exercised by delivery of a written notice to the Corporation and the Selling Stockholder within forty-five (45) days following delivery of the Corporation Notice, stating the number of Shares to be purchased. (e) In the event the Stockholders do not exercise their purchase option within such forty-five (45) day period with respect to all of the Remaining Shares, the Secretary of the Corporation shall, within two (2) business days following expiration of such period, give written notice of that fact to all the Stockholders who or which exercised their purchase option within the forty-five (45) day period specified in Section 3.3(d) (the “Declined Proposal SpaceSecond Stockholder Notice”). If Lessee elects The Second Stockholder Notice shall specify the number of Remaining Shares not purchased by the Stockholders (or is deemed to the “Final Remaining Shares”), and such Stockholders who exercised their purchase option within the forty-five (45) day period specified in Section 3.3(d) shall have elected) not to lease the Proposal Space pursuant to the First Offer Noticean additional option, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up ten (10) days following receipt of the Second Stockholder Notice to twelve purchase (12on a pro rata basis) monthsall or any part of the balance of the Final Remaining Shares on the terms and conditions set forth in the Stockholder Notice, which option shall be exercised by the delivery of written notice to the Secretary of the Corporation within such ten (10) day period. (f) The closing of the purchase of Shares by the Corporation and/or the Stockholders pursuant to this Section 3.3 shall be effected at the offices of the Corporation (or such other place as may be agreed upon in writing by the parties) (i) if the Corporation has elected to purchase all of the Shares proposed to be sold by the Selling Stockholder, on the fifth business day following delivery of the Corporation Notice and (ii) if the Corporation has elected to purchase less than all of the Shares proposed to be sold by the Selling Stockholder, on the fifth business day following expiration of the forty-five (45) day period described in the preceding paragraph (d) or, if applicable, the ten (10) day period described in the preceding paragraph (e). Delivery of certificates duly endorsed for transfer or accompanied by a duly executed stock power shall be made against receipt of the purchase price therefor, as specified in the Stockholder Notice, payable by certified or cashier’s check or wire transfer to an account designated by the Selling Stockholder. (g) If all of the Shares are not elected to be purchased by the Corporation and/or the Stockholders, as provided in this Section 3.3, the Selling Stockholder may Transfer the balance of the Shares to any person named in the Stockholder Notice at the price specified therein or at a higher price at any time within ninety (90) days of the date of the Corporation Notice; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on that any such sale is in accordance with the terms that are within and conditions hereof Any Transfer after such ninety (90) day period or on terms more favorable to the Allowed Non-Lessee Terms within proposed Transferee than described in the next twelve Stockholder Notice shall be subject again to this Section 3.3. (12h) monthsThe Corporation shall not be required (i) to transfer on its books any Shares which shall have been Transferred in violation of any of the provisions set forth in this Section 3.3 or (ii) to treat as owner of such Shares, or desires to lease accord the right to vote or receive dividends as such space on terms other than tile Allowed Non-Lessee Termsowner, then Lessor any Transferee to whom such Shares shall be obligated have been so transferred. (i) Notwithstanding anything contained herein to again deliver a First Offer Notice to Lessee prior to leasing such space the contrary, the provisions of this Section 3.3 shall not apply to a third party on the terms upon which Lessor then desires Transfer of any Shares by a Stockholder to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s any Permitted Transferee. (j) The right of first offer is personal set forth in Section 3.3 shall be binding upon any transferee of Shares acquired in a transaction which complies with this Section 3.3. Prior to consummation of such transfer, each such transferee or its legal representative shall execute and deliver documents in form and substance reasonably satisfactory to the originally named Lessee Corporation assuming the rights and obligations of a Stockholder under this Agreement with respect to the Sublease and transferred Shares. (k) The right of first offer set forth in this Section 3.3 may only be exercised if Lessee occupies not less than seventy-five waived by the written consent of the holders of (i) at least seventy percent (7570%) of the Premises then under outstanding shares of Common Stock (assuming the Sublease. Lessee’s conversion of the Series C Preferred Shares and the Series A Preferred Shares into Common Stock, if applicable) held by all Stockholders and (ii) at least fifty percent (50%) of the then outstanding shares of Series C Preferred Stock. (l) Notwithstanding anything in this Section 3.3 to the contrary, the right of first offer hereunder set forth in this Section 3.3 shall automatically terminate and have no further effectiveness if Lessee is at any time in default of on the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermTermination Date.

Right of First Offer. Lessor hereby As of the Closing Date and up to the date EDCO becomes a publicly traded company on the New York Stock Exchange or the Nasdaq Stock Market, INFO grants to Lessee, BHW a right of first offer to acquire INFO's equity interest in EDCO but only for the acquisition of such equity interest in EDCO by itself on a stand alone basis and not as part of a Change of Control of INFO. INFO may not affect, or cause to be affected any Transfer of its equity interest in EDCO, except in accordance with respect the provisions set forth in this Agreement. Any Transfer not complying with the provisions of this Agreement shall not be effective for any purpose and any purported transferee of such a Transfer shall not acquire any right or interest in INFO's equity interest in EDCO: (a) If INFO desires to Transfer all or any space that Lessor determines to offer for lease portion of its equity interest in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by RoselleEDCO, FlintkoteINFO must give BHW written notice of its desire, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set setting forth the terms and conditions (conditions, including the proposed lease termpurchase price, that INFO is willing to sell its equity interest in EDCO; (b) Within thirty (30) days after the written notice is received, BHW may elect to purchase INFO's equity interest in EDCO on the terms and conditions set forth in the proposal (collectively, written notice or on such other terms and conditions as the “Terms”)parties may mutually agree upon. If Lessee wishes BHW shall evidence its election to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice purchase by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all INFO. Unless otherwise agreed upon, the closing of the Proposal Space described sale of INFO's equity interest in EDCO shall be within sixty (60) days from the First Offer Notice upon date the Terms set forth in the First Offer Notice, or written notice is delivered to INFO. (iic) refuse to lease such space identified in the First Offer Notice. If Lessor BHW does not receive a response from Lessee elect to purchase INFO's equity interest in writing to Lessor’s First Offer Notice by EDCO within thirty (30) days after the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms receipt of written notice as provided in subparagraph (“Declined Proposal Space”a). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which INFO may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee Transfer its equity interest in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsEDCO; provided, however, that if Lessor fails the equity interest in EDCO is not Transferred within ninety (90) days from the date of the written notice provided in subparagraph (a), all restrictions contained in this Agreement shall apply to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) monthsINFO's equity interest in EDCO, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor and any subsequent Transfer of INFO's equity interest in EDCO shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may made only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termcompliance with this Agreement.

Right of First Offer. Lessor hereby grants (a) Promptly after determining that Shipper expects to Lesseeundertake or participate in any development, drilling and production activities on the ROFO Properties (unless such ROFO Properties are covered by a Conflicting Dedication) that has not been included in a Development Report, Shipper must deliver a notice of such planned development, drilling and production activities, including the information required to be provided in a Development Report set forth in Section 3.1(b)(i) through Section 3.1(b)(vi) (each, a right “ROFO Notice”). (b) Gatherer shall have 45 Days following receipt of first a Development Report or a ROFO Notice to make an offer to Shipper to provide Gathering Services with respect to any space that Lessor determines some or all of the ROFO Properties covered in such Development Report or ROFO Notice (the “Subject ROFO Properties”). If Gatherer elects to offer make an offer, Gatherer shall, on or before 45 days following Gatherer’s receipt of a Development Report or a ROFO Notice, deliver to Shipper a notice (the “ROFO Offer”) setting forth: (i) the proposed Fees for lease the Gathering Services to be provided; (ii) the existing operations, under construction or planned Facility Segments needed to provide Gathering Services to the Subject ROFO Properties; (iii) the schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the planned well pads and xxxxx included in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights ROFO Offer; and which are located (iv) the estimated budget amounts for the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the planned well pads and xxxxx included in the area bordered ROFO Offer. (c) Within 30 Days following receipt of Gatherer’s ROFO Offer, Shipper shall notify Gatherer whether or not it accepts Gatherer’s ROFO Offer; provided that the failure of Shipper to timely notify Gatherer of its acceptance of Gatherer’s ROFO Offer shall be deemed a rejection by RoselleShipper of such ROFO Offer. For the avoidance of doubt, Flintkote, Dunhill and Estuary Streets Shipper shall be under no obligation to accept any ROFO Offer from Gatherer. (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made d) If Shipper accepts a part hereof ROFO Offer (collectivelysuch ROFO Properties described in an accepted ROFO Offer, the “First Offer SpaceDedicated ROFO Properties”). Lessor shall notify Lessee in writing , then (the “First Offer Notice”i) from time Shipper will be deemed to time have (A) dedicated and committed to deliver to Gatherer under this Agreement, as and when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject produced all of the proposal Gas and/or Liquid Condensate, as applicable, owned by Shipper thereafter produced during the Term from Dedicated ROFO Properties and (“Proposal Space”B) committed to deliver to Gatherer under this Agreement, as and shall set forth when produced, all of Third Party Gas and/or Liquid Condensate, as applicable, under the Control of Shipper that is thereafter produced during the Term from the lands covered by such Dedicated ROFO Properties and (ii) the Parties will amend this Agreement to incorporate the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termaccepted ROFO Offer.

Right of First Offer. Lessor hereby grants (a) At any time prior to Lesseea -------------------- Qualifying Public Offering, if a right Stockholder, Noteholder or holder of Consideration Warrants (the "Offering Stockholder") desires to transfer or sell any Capital Stock, Notes or Consideration Warrants held by it (the "Shareholder Securities") to a third party that is not its Permitted Transferee (a "Third Party Buyer"), the Offering Stockholder shall give written notice (the "Transfer Notice") to all the other Stockholders, Noteholders and holders of Consideration Warrants ("Offeree Stockholder(s)") and the Company, which Transfer Notice shall state the number of Shareholder Securities such Offering Stockholder proposes to transfer and the name and notice address of each Person (i.e., each Offeree Stockholder and the Company) to whom such notice is being sent. (b) The Offeree Stockholder(s) shall have the first offer irrevocable and exclusive option, but not the obligation, to purchase the Shareholder Securities. The option to purchase the offered Shareholder Securities shall be exercisable by the Offeree Stockholders collectively (pro-rata in accordance with the number of Shareholder Securities held by each Offeree Stockholder providing Exercise Notice) with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered all but not less than all of such Shareholder Securities by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made delivery of a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing written notice of exercise (the “First Offer "Exercise Notice”") from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then Offering Stockholder within five (5) business 15 days after receipt of the First Offer Transfer Notice. Such Exercise Notice by Lessee (shall set forth the “Election Date”), Lessee shall deliver written notice price and the terms and conditions on which such Offeree Stockholder(s) would be willing to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease purchase all of but not less than all such Shareholder Securities. In the Proposal Space described in event that the First Offer Notice upon Offering Stockholder accepts the Terms price set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Exercise Notice, then Lessor such Offeree Stockholder(s) shall be free required to lease purchase all such Shareholder Securities. In the Declined Proposal Space event that was the subject Offering Stockholder does not accept the price set forth in the Exercise Notice then such Offering Stockholder shall be permitted to sell all, but not less than all, the Shareholder Securities to a Third Party Buyer for a purchase price not lower than that set forth in the Exercise Notice and on terms and conditions taken as a whole no more favorable to such Third Party Buyer than those set forth in the Exercise Notice. In the event that the Offeree Stockholder(s) shall fail to deliver an Exercise Notice within 15 days after receipt of the First Offer Transfer Notice, the Offering Stockholder may sell the Shareholder Securities to a Third Party Buyer at any price and on any terms and conditions. (c) The closing of any purchase of Shareholder Securities by Offeree Stockholder(s) under this Section 3.2 shall be held at such place as the Offering Stockholder and the Offeree Stockholder(s) shall agree upon on the 30th day following delivery of the Exercise Notice or such other date as shall be mutually agreeable to any person the parties (or entity on economic terms which such later time as may be less favorable thannecessary to comply with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended ("HSR" Act), and other applicable laws). (d) If the Offeree Stockholder(s) do not collectively wish to purchase all of the offered Shareholder Securities, fail to consummate such purchase within such period, or fail to deliver an Exercise Notice within the same asperiod specified in Section 3.2(b) hereof, the Terms Offering Stockholder may transfer to the Third Party Buyer, subject to the provisions of this Agreement, all but not less than all, of the offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsShareholder Securities; provided, however, if Lessor fails that (x) such transfer is bona fide and made before the later of 120 days from the date of the Transfer Notice and the date which is five days after the expiration or waiver of any applicable waiting period to enter into such transfer pursuant to the HSR Act and (y) prior to such transfer the Third Party Buyer shall agree in writing, in a lease for form reasonably satisfactory to the Declined Proposal Space on Company, to be bound by the terms of this Agreement (as a Stockholder) and that are the Shareholder Securities held by it shall be subject to the terms of this Agreement. If such sale is not consummated within the Allowed Non-Lessee Terms within the next twelve period described in clause (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%x) of the Premises then under proviso in the Sublease. Lessee’s right preceding sentence, the restrictions provided for in this Section 3.2(d) shall again become effective, and no transfer of first offer hereunder shall automatically terminate such Shareholder Securities may be made thereafter without again offering the same to the Other Stockholders in accordance with the terms and have no further effectiveness if Lessee is at any time in default conditions of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termthis Agreement.

Right of First Offer. Lessor hereby grants If Westaim desires to Lesseesell all or substantially all of its assets used to manufacture and supply Product to S&N under this Agreement, a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67])assignment of this Agreement, as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Manufacturing Assets”), Westaim shall give written notice (the “Transfer Notice”) from time to time when Lessor proposes to offer any First Offer Space for leaseS&N of that desire. The First Offer Transfer Notice shall describe the First Offer Space which is Manufacturing Assets in sufficient detail to permit S&N to make an informed decision regarding whether to offer to purchase the subject of Manufacturing Assets and on what terms. During the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee [***] (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election NoticeNegotiation Period”) pursuant to which Lessee immediately following the date the Transfer Notice is given, Westaim and S&N shall elect either to (i) lease all in good faith negotiate the sale and purchase of the Proposal Space described Manufacturing Assets by Westaim to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the First Offer Notice upon the Terms set forth Manufacturing Assets, it shall forthwith advise Westaim of such determination in the First Offer Noticewriting, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor and Westaim shall be free to lease sell the Declined Proposal Space that was Manufacturing Assets to any other Person on any terms at any time, and the subject provision of this Section 12.6 shall have no further application. If during the Negotiation Period Westaim and S&N reach an agreement concerning the sale and purchase of the First Manufacturing Assets and such sale and purchase transaction is completed, the provisions of this Section 12.6 shall have no further application. If Westaim and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Manufacturing Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) to purchase the Manufacturing Assets, which offer shall be maintained in confidence by Westaim. If S&N does not make the S&N Offer Notice by the expiry of the Negotiation Period, Westaim shall be free to sell the Manufacturing Assets to any other person or entity on economic any terms which may at any time, and the provisions of this Section 12.6 shall have no further application. The S&N Offer shall be less favorable than, or in writing and shall indicate the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice price (“Allowed Non-Lessee S&N Purchase Price”) for the purchase of the Manufacturing Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Westaim for a period (the “Transfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of up to twelve the Negotiation Period. The S&N Offer shall specify a closing date (12the “Transfer Closing Date”) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space sale and purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be paid in cash by S&N on the terms that are within Transfer Closing Date. During the Allowed Non-Lessee Terms within Transfer Period, Westaim shall have the next twelve (12) months, option of either selling the Manufacturing Assets to S&N pursuant to the S&N Offer or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space selling the Manufacturing Assets to a third party on terms no less favourable than the terms upon which Lessor then desires of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. During the [***] (the “Free Transfer Period”) following the later of the expiry of the Transfer Period, or the date it determined that the sale pursuant to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First an accepted S&N Offer Space as set forth herein including by delivery of Lessee’s Election Notice will not later close for any reason other than the Election Datedefault of Westaim, then Lessor Westaim shall be entitled to sell the Manufacturing Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and Lessee the S&N Purchase Terms. Any transfer of the Manufacturing Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions of this Section 12.6 and the other terms, provisions and conditions of this Agreement, shall execute an amendment be null, void and of no force or effect. The provisions of this Section 12.6 shall not apply to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) transfer of the Premises then under Manufacturing Assets to a transferee that is an Affiliate of Westaim; provided that the SubleaseAffiliate agrees to be bound by the terms of this Section 12.6. Lessee’s right Any assignment of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default this Agreement to a third party as a part of the Sublease (subject transfer of the Manufacturing Assets pursuant to applicable notice and cure periodsthis Section 12.6, if any) more than twice in any twelve (12) month period whether as a result of S&N not making the S&N Offer by the expiry of the Negotiation Period or as a result of Westaim selling the Manufacturing Assets to a third party during the TermFree Transfer Period on terms no less favourable than the S&N Offer, shall be considered an assignment to a permitted assignee for purposes of Section 12.5.

Right of First Offer. Lessor hereby grants to Lessee(a) If OEP (in such capacity and as used in Section 2.4, Section 2.7 and Section 2.8 only, a right “Selling Party”) proposes to Transfer all or some of first offer with respect to any space that Lessor determines to offer for lease in its Common Shares (the “General Atomics Roselle Properties,” defined Right of First Offer Shares”) other than to a Permitted Transferee, the Selling Party shall first deliver to the Executive Shareholders (as properties as to which Lessor has unfettered lease or sublease rights used in Section 2.4, Section 2.7 and which are located in the area bordered by RoselleSection 2.8 only, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer SpaceNon-Selling Parties”). Lessor shall notify Lessee in writing ) a written notice (the “Right of First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for leaseof such intention. The Right of First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms number of Right of First Offer Shares being offered to the Non-Selling Parties. The Right of First Offer Notice shall constitute, for a period of thirty (30) days (the “Right of First Offer Exercise Period”) from the date on which it shall have been deemed given, an irrevocable and conditions exclusive offer to sell to the Non-Selling Parties the Right of First Offer Shares. (including b) The Non-Selling Parties may accept the proposed lease termoffer to purchase all, but not less than all, of the Right of First Offer Shares being offered in a Right of First Offer Notice by giving notice (an “Price Notice”) to the Selling Party of its offer to purchase all (but not less than all) of the Right of First Offer Shares. Such Price Notice shall specify the maximum price per Right of First Offer Share (“ROFO Price”) at which the Non-Selling Parties are willing to purchase the Right of First Offer Shares. The Price Notice and the ROFO Price set forth therein shall constitute an irrevocable and exclusive offer to purchase from the Selling Party all of the Right of First Offer Shares. (c) If the Non-Selling Parties shall have delivered a Price Notice to the Selling Party, the Selling Party may (but shall not be required to) accept the offer set forth in the proposal (collectivelyPrice Notice. If accepted, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect Non-Selling Parties shall pay in cash or immediately available funds for and the Selling Party shall deliver valid title to the subject Proposal Space described in the Right of First Offer Shares, subject to receipt of any Governmental Requirement. (d) If the Non-Selling Parties shall have delivered a Price Notice to the Selling Party prior to the end of the Right of First Offer Exercise Period but the Selling Party does not immediately accept the ROFO Price set forth in such Price Notice, then within five the Selling Party may, for a period of ninety (590) business days after receipt following the expiration of the Right of First Offer Notice by Lessee Exercise Period (the “Election DateThird Party Negotiation Period”), Lessee shall deliver written notice to Lessor enter into negotiations with a third party purchaser (as used in this Section 2.4 only, a “Lessee’s Election NoticeProposed Transferee”) pursuant to which Lessee shall elect either to (i) lease all for the Transfer of the Proposal Space described in the Right of First Offer Shares; provided the Selling Party shall not enter into any agreement (a “Proposed Contract”) with the Proposed Transferee, unless the price per Right of First Offer Share at which the Selling Party will sell the Right of First Offer Shares is higher than the ROFO Price. (e) If the Non-Selling Parties shall have failed to deliver a Price Notice upon to the Terms Selling Party prior to the end of the Right of First Offer Exercise Period, the Selling Party may Transfer the Right of First Offer Shares without any restriction or obligation to the Non-Selling Parties other than the Non-Selling Parties’ rights under Section 2.8 to the extent the Non-Selling Parties shall have exercised their rights thereunder on a timely basis. (f) At the end of the Third Party Negotiation Period, the Selling Party may (but shall not be required to) accept the offer set forth in the Price Notice, in which event the Non-Selling Parties shall pay in cash or immediately available funds for and the Selling Party shall deliver valid title to the Right of First Offer NoticeShares, or subject to any Governmental Requirement. (iig) refuse to lease such space identified in If the First Offer Notice. If Lessor Selling Party does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for Proposed Contract or accept the Declined Proposal Space on offer set forth in the terms Price Notice at the end of the Third Party Negotiation Period, the Selling Party shall not transfer any Common Shares until first complying with the requirements set forth in this Section 2.4(a) through (e). (h) The foregoing provisions of this Section 2.4 shall not apply to any proposed Transfer of less than 5% of the then total issued and outstanding Common Shares, provided however that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other a series of related transaction that individually may Transfer less than tile Allowed Non-Lessee Terms, then Lessor 5% but in aggregate Transfer more than 5% shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment subject to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right foregoing provisions of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termthis Section 2.4.

Right of First Offer. Lessor hereby grants (i) Any holder of Securityholder Shares (a “Transferring Holder”) that proposes to LesseeTransfer Securityholder Shares (other than a Transfer of IPC Shares, a right of first offer with respect Transfer pursuant to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]Section 3(c), as further outlined on Exhibit C attached hereto and made Section 3(d), Section 4 or Section 5, or a part hereof Transfer by any Mezzanine Holder pursuant to Section 3(a)(iii)), shall deliver a written notice (collectively, the an “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time (1) to time when Lessor proposes the Company and (2) to offer any First Offer Space IPC on behalf of the IPC Holders (for leasepurposes of this Section 3(b) the IPC Holders are referred to as the “Offerees”) at least 30 days prior to making such Transfer (such 30-day period, the “Election Period”). The First Offer Notice shall describe disclose in reasonable detail the First Offer Space which is proposed number and type of Securityholder Shares to be Transferred, the subject of the proposal (“Proposal Space”) and shall set forth the proposed terms and conditions of the Transfer and the identity of the prospective Transferee(s) (including if known). The Company may elect to purchase all or any portion of the proposed lease term) set forth Securityholder Shares specified in the proposal (collectively, Offer Notice at the “Terms”). If Lessee wishes to exercise Lessee’s right price and on the terms specified therein by delivering written notice of first offer with respect such election to the subject Proposal Space described Transferring Holder and the Offerees as soon as practical but in the First Offer Notice, then any event within five (5) business ten days after receipt the delivery of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does the Company has not receive elected to purchase all of the Securityholder Shares within such ten-day period, the Offerees may elect to purchase all of the Securityholder Shares specified in the Offer Notice which the Company has not elected to purchase at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder and to the Company as soon as practical but in any event within 25 days after delivery of the Offer Notice. Any Securityholder Shares not elected to be purchased by the end of such 25-day period shall be reoffered for the five-day period prior to the expiration of the Election Period by the Transferring Holder to the Company. If the Company or any Offerees have elected to purchase all of the Securityholder Shares from the Transferring Holder, the Transfer of such Securityholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Holder, but in any event within 30 days after the expiration of the Election Period. (ii) If the Company and the Offerees have not elected to purchase all of the Securityholder Shares being offered, the Transferring Holder may, within 180 days after the expiration of the Election Period and subject to the other provisions of Section 3, Transfer the Securityholder Shares to one or more third parties at a response from Lessee price no less than the price per share specified in writing the Offer Notice and on other terms that are not more favorable in the aggregate to Lessor’s First the Transferees thereof than those that were offered to the Company and the Offerees in the Offer Notice unless the Transferring Holder shall first have delivered a second notice setting forth such more favorable terms (the “Amended Offer Notice”) to the Company and each Securityholder. If the Transferring Holder delivers an Amended Offer Notice, the Company and each Securityholder may elect to acquire all of the Securityholder Shares specified in the Amended Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant delivering written notice to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice Transferring Holder not later than the Election Date, then Lessor and Lessee shall execute an amendment later of (1) 30 days after delivery of the Offer Notice or (2) five Business Days after delivery of the Amended Offer Notice. Any Securityholder Shares not Transferred within such 180-day period must be reoffered to the Sublease incorporating into the Sublease the Proposal Space Company and the Terms applicable Offerees pursuant to such Proposal Spacethis Section 3(b) prior to any subsequent Transfer. Lessee’s right The Offer Notice may specify whether the purchase price shall be payable solely in cash at the closing of first offer the transaction or in installments over time. (iii) The Company shall cooperate with a Transferring Holder in selling the Securityholder Shares in a private placement to an institutional investor that is personal a “qualified institutional buyer” under Rule 144A promulgated under the Securities Act to the originally named Lessee extent that such prospective institutional investor is reasonably acceptable to the Company and enters into a confidentiality agreement with the Company on terms reasonably satisfactory to the Company. The Company’s obligation to cooperate in such a sale is limited to those activities reasonably necessary to allow the Transfer to comply with Rule 144A promulgated under the Sublease Securities Act and may only be exercised if Lessee occupies include, but are not less than seventy-five percent (75%) of limited to, providing financial and operating information and access to management and the Premises then under the Sublease. LesseeCompany’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease records (subject to applicable notice and cure periods, if any) more than twice the confidentiality arrangements specified in any twelve (12) month period during the Termpreceding sentence).

Right of First Offer. Lessor hereby grants to Lessee(a) From and after the Closing, a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as event Seller desires to which Lessor has unfettered lease Transfer, in a single transaction or sublease rights series of related transactions within a three-month period, 10% or more of the issued and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing outstanding shares of Common Stock (the “First Offer ROFO Shares”) to a third party, Seller shall deliver to Buyer a written notice (a “ROFO Sale Notice”) from time of its intention to time when Lessor proposes Transfer the ROFO Shares that sets forth, in reasonable detail to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is extent then known by Seller, the subject of the proposal (“Proposal Space”) and shall set forth the proposed material terms and conditions of such contemplated Transfer and an invitation for Buyer to make an offer to purchase the ROFO Shares. Within 15 days following the date of delivery of the ROFO Sale Notice to Buyer, either Buyer or one its Affiliates (as Buyer may determine) (the “ROFO Buyer”) may deliver a written offer to purchase the ROFO Shares (the “Purchase Notice”), specifying the material terms and conditions, including the proposed lease termprice (which shall be in cash) to be paid, on which it would be willing to purchase, all of the ROFO Shares. (b) Within 15 days of the delivery of the Purchase Notice, (the “Acceptance or Rejection Period”), Seller shall inform the ROFO Buyer if the terms set forth in the proposal Purchase Notice are acceptable to Seller (collectively, the an “TermsAcceptance Notice”). If Lessee wishes In the event that Seller delivers an Acceptance Notice within the Acceptance or Rejection Period, Seller and ROFO Buyer shall (and Buyer shall cause ROFO Buyer to) cooperate, acting reasonably and in good faith to exercise Lessee’s right of first offer with respect to effect the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt purchase of the First Offer Notice by Lessee (ROFO Shares on the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms terms set forth in the First Offer Notice, or Purchase Notice as promptly as reasonably practicable (iisubject to obtaining all required regulatory approvals and Buyer’s compliance with Section 3.1(c) refuse to lease such space identified in of the First Offer Notice. If Lessor Stockholder’s Agreement). (c) In the event that the ROFO Buyer does not receive deliver a response from Lessee in writing Purchase Notice to Lessor’s First Offer Notice elect to purchase the ROFO Shares within the 15-day period contemplated by the Election DateSection 6.08(a), Lessee then Seller shall be deemed entitled to have elected not to lease Transfer the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space ROFO Shares to a third party on after such 15-day period. In the event that: (i) Seller does not deliver an Acceptance Notice accepting the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lesseein the Purchase Notice within the Acceptance or Rejection Period; (ii) Seller informs ROFO Buyer that Seller does not accept the terms set forth in the Purchase Notice during the Acceptance or Rejection Period; or (iii) Seller delivers an Acceptance Notice accepting the terms set forth in the Purchase Notice within the Acceptance or Rejection Period, but Seller and ROFO Buyer do not consummate the purchase contemplated thereby within 30 days (subject to any extension necessary to obtain required regulatory approvals and to otherwise satisfy Buyer’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment obligations pursuant to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%Section 3.1(c) of the Premises Stockholder’s Agreement), then under Seller shall be entitled to Transfer the Sublease. Lessee’s right ROFO Shares to a third party at a price that is no less than the price set forth in the Purchase Notice. (d) This Section 6.08 shall not apply to any Exempt Transfer or any sale of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time Common Stock by Seller into the market in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termbroker transactions or marketed or unmarked underwritten offerings or block trades.

Right of First Offer. Lessor hereby grants 10.1 Prior to Lesseea Transfer by any Recipient (in any case, the “Selling Recipient”), to any Person of all or a portion of its Shares (the “Offered Securities”), the Selling Recipient, shall first deliver to each Investor Shareholder (each, a right “Non-Selling Shareholder”) written notice (the “ROFO Notice”) of first offer its bona fide intention to sell the Offered Securities, which ROFO Notice shall disclose the number of Offered Securities to be Transferred, the purchase price of each share that the Selling Recipient would accept in respect of such Offered Securities, and all other material terms and conditions of the proposed Transfer. 10.2 Each Non-Selling Shareholder may elect to purchase its pro rata portion of the Offered Securities upon the same price per share and other material terms and conditions as those set forth in the ROFO Notice by delivering a written notice (an “Acceptance Notice”) of such election to the Selling Recipient and the Company within thirty (30) days after the ROFO Notice has been delivered (the “Exercise Period”). If any Non-Selling Shareholder delivers an Acceptance Notice to the Selling Recipient and the Company within the Exercise Period, such Acceptance Notice shall constitute an irrevocable binding obligation of the Non-Selling Shareholder(s) to purchase the Offered Securities covered by such Acceptance Notice on the same price per share and other material terms and conditions as set forth in the ROFO Notice (or as otherwise mutually agreed by the parties thereto). Each Non-Selling Shareholder may apply in its Acceptance Notice to acquire Offered Securities in excess of its pro rata portion of the Offered Securities. If any Non-Selling Shareholder has applied to acquire less than its pro rata portion of the Offered Securities, or failed to deliver an Acceptance Notice within the Exercise Period, the excess shall be offered on a pro rata basis (as nearly as may be) to each Non-Selling Shareholder which has applied to acquire Offered Securities in excess of its pro rata portion, in proportion to the number of Shares held by all Non-Selling Shareholders which have so applied (the “Residual Allocation”). 10.3 Upon the delivery by a Non-Selling Shareholder of an Acceptance Notice, such Non-Selling Shareholder and the Selling Recipient shall be required to enter into a definitive agreement to purchase the Offered Securities covered by such Acceptance Notice within thirty (30) days (subject to obtaining any Requisite Consents and the terms of Clause 17.3) following the expiration of the Exercise Period on the same price per share and other material terms and conditions as set forth in the ROFO Notice (or as otherwise mutually agreed by the parties thereto). In addition, each Recipient shall take all other Necessary Action to consummate such purchase and sale, including entering into such additional agreements as may be necessary or appropriate. 10.4 If any Non-Selling Shareholder fails to deliver an Acceptance Notice to the Selling Recipient during the Exercise Period with respect to any space Offered Securities, and such Offered Securities are not subsequently allocated in connection with the Residual Allocation, then: (a) the Investor Shareholders and the Selling Recipient shall take all Necessary Action to cause the Company to, within 7 days of the later of (x) the end of the Exercise Period and (y) the conclusion of the Residual Allocation process (if any), provide the Selling Recipient and the Investor Shareholders with a then-current list of Competitors, which shall be used to determine if a Third Party Purchaser (as defined below) is an Eligible Shareholder (with respect to clauses (iii) and (iv) of the definition of Eligible Shareholder herein) pursuant to Clause 7; (b) subject to Clause 10.9 below, the Investor Shareholders and the Selling Recipient shall take all Necessary Action to cause the Company to provide the Selling Recipient with the price term appearing in any ROFO Notices received by the Company within the previous 12 months; provided however that, for the avoidance of doubt, such information shall not include any information regarding transactions that Lessor determines occur pursuant to offer for lease that certain Put and Call Option Agreement, dated as of [●] [●], 2024, by and among AFKLM, Castlelake and Xxxx); and (c) the Selling Recipient shall, subject to the Third Party Purchaser having been confirmed as an Eligible Shareholder pursuant to Clause 7, be free to Transfer all of such Offered Securities to such third party (a “Third Party Purchaser”); provided that the Transfer of such Offered Securities must be effected at a price equal to or higher than the price contained in the “General Atomics Roselle Properties,” defined as properties as ROFO Notice delivered to which Lessor has unfettered lease or sublease rights the Non-Selling Shareholders and which on terms and conditions that are located no less favorable, in the area bordered by Roselleaggregate, Flintkoteto the Selling Recipient, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth than the terms and conditions (including the proposed lease term) set forth in the proposal ROFO Notice (collectively, excepting the “Terms”). If Lessee wishes to exercise Lessee’s right inclusion of first offer with respect customary representations and warranties given to the subject Proposal Space described in Third Party Purchaser that would not customarily be given to an existing Investor Shareholder), and the First Offer Notice, then Selling Recipient must consummate such Transfer within five one hundred eighty (5180) business days after receipt of the First Offer Notice by Lessee (the “Election ROFO Outside Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all following the expiration of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsExercise Period; provided, however, that, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that ROFO Outside Date, the Transfer shall not have been consummated because of a failure to obtain a required regulatory approval in respect of such Transfer (but all other conditions to consummating such Transfer shall have been satisfied or waived (or are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease capable of being satisfied on such space on terms other than tile Allowed Non-Lessee Termsdate)), then Lessor the ROFO Outside Date shall be obligated automatically extended on one occasion only by an additional ninety (90) days. If the Transfer of such Offered Securities to a Third Party Purchaser shall have not been consummated on or prior to the ROFO Outside Date, such Offered Securities shall again become subject to all restrictions of this Clause 10 and the Selling Recipient shall be required to again deliver a First Offer ROFO Notice in respect of such Offered Securities in accordance with this Clause 10. 10.5 Notwithstanding anything herein to Lessee the contrary, the following Transfers shall not be subject to the rights set forth in this Clause 10: (a) any Permitted Transfer; (b) any Transfer of Shares pursuant to the rights set forth in Clause 11 or, subject to prior compliance with this Clause 10, Clause 12; and (c) any Transfer of Shares of the Company which is made following an IPO. 10.6 Notwithstanding anything herein to leasing such space the contrary, (a) if any Transfer of Offered Securities to a third party on Third Party Purchaser in accordance with this Clause 10 would result in such Third Party Purchaser owning 5% or more of the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery Shares, such Third Party Purchaser shall, within 5 Business Days of Lessee’s Election Notice not later than the Election Datesuch Transfer, then Lessor and Lessee shall execute an amendment deliver to the Sublease incorporating into the Sublease the Proposal Space Company and the Terms applicable each Investor Shareholder a written notice containing all information that would be required to such Proposal Space. Lessee’s right of first offer is personal be disclosed under a beneficial ownership report pursuant to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%Section 13(d) of the Premises Exchange Act if such a report were required to be delivered by such Third Party Purchaser with respect to such Transfer, and (b) no Third Party Purchaser shall be Transferred Offered Securities under this Clause 10 which would result in such Third Party Purchaser, directly or indirectly through its Affiliates or otherwise, whether individually or as a member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) owning more than 9.9% of the Shares, without the prior written approval of the Board. 10.7 For purposes of this Clause 10, “pro rata portion” means, with respect to any Non-Selling Shareholder, the fraction, expressed as a percentage whose numerator is the total number of Shares then held by such Non-Selling Shareholder and whose denominator is the total number of issued and outstanding Shares held by all Non-Selling Shareholders. 10.8 The sale and purchase of Shares pursuant to this Clause 10 shall take place in accordance with Clause 17 (Completion of Share Transfers). 10.9 The Selling Recipient(s) acknowledge that (a) the information provided to the Selling Recipient(s) under Clause 10.4(b) will be provided to the Sublease. Lessee’s right of first offer hereunder shall automatically terminate Selling Recipient(s) for informational purposes only, (b) the Investor Shareholders may now possess and may hereafter possess certain non-public information concerning the Company and its Affiliates and/or the Offered Securities that may or may not be independently known to the Selling Recipient, including, but not limited to, information regarding financial forecasts, future capital expenditures and business strategy (the “Investors’ Non-Public Information”), which may constitute material information with respect to the Company and its Affiliates, (c) the Investor Shareholders have not disclosed, and do not intend and have no obligation under Clause 10.4(b) or otherwise to disclose to the Selling Recipient(s) the Investors’ Non-Public Information, (d) the Investor Shareholders have no duty to disclose further effectiveness if Lessee is at information or update any time information that they may have provided to the Selling Recipient(s) under Clause 10.4(b), and (e) the Investor Shareholders are relying on this Clause 10.9 in default of the Sublease (subject their decision to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termenter into this Agreement.

Right of First Offer. Lessor hereby grants (a) If any stockholder who is not a party to Lesseethe Stockholders Agreement (a “Selling Stockholder”) wishes to transfer all or any portion of its or his shares of stock to any person other than to a Permitted Transferee (a “Third Party Purchaser”), a right such Selling Stockholder shall offer such shares of stock to the corporation, by sending written notice (an “Offering Notice”) to the corporation, which shall state (i) the number of shares of stock proposed to be transferred (the “Offered Securities”); (ii) the proposed purchase price per share of stock for the Offered Securities (the “Offer Price”); and (iii) the other material terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer with respect to any space that Lessor determines to offer provided for lease in herein shall have been waived or shall have expired. For a period of 30 days after the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in giving of the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing Offering Notice (the “First Offer NoticeOption Period”), the corporation shall have the right, but not the obligation, to purchase (the “Purchase Right”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject all of the proposal (“Proposal Space”) Offered Securities at a purchase price equal to the Offer Price and shall set forth upon the terms and conditions (including the proposed lease term) set forth in the proposal (collectivelyOffering Notice. The Purchase Right shall be exercisable by delivering written notice of the exercise thereof, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect prior to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt expiration of the First Offer Notice Option Period, to the Selling Stockholder. The failure of the corporation to provide notice to the Selling Stockholder within the Option Period shall be deemed to be a waiver of the Purchase Right. The corporation may waive its rights hereunder prior to the expiration of the Option Period by Lessee (the “Election Date”), Lessee shall deliver giving written notice to Lessor the Selling Stockholder. The corporation may also assign the Purchase Right to any person designated by the Board of Directors. (“Lessee’s Election Notice”b) pursuant The closing of the purchases of Offered Securities purchased by the corporation or its assignee shall be held at the executive office of the corporation at 11:00 a.m., local time, on the 45th day after the giving of the Offering Notice or at such other time and place as the parties to which Lessee the transaction may agree. At such closing, the Selling Stockholder shall elect either to (i) lease deliver certificates representing the Offered Securities, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Offered Securities shall be free and clear of all liens, pledges and encumbrances and the Selling Stockholder shall so represent and warrant, and shall further represent and warrant that it is the sole beneficial and record owner of such Offered Securities. At the closing, the corporation and/or its assignee, as the case may be, purchasing such Offered Securities shall deliver payment in full in immediately available funds for the Offered Securities purchased by it or him. At such closing, all of the Proposal Space described in parties to the First Offer Notice upon transaction shall execute such additional documents as are otherwise necessary or appropriate. (c) Unless the Terms corporation and/or its assignee elect to purchase all, but not less than all, of the Offered Securities, then the Selling Stockholder may sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the First Offer Offering Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails that such sale is bona fide and made pursuant to enter a contract entered into on a lease date (the “Contract Date”) within 60 days after the earlier to occur of (x) the waiver by the corporation of the Purchase Right and (y) the expiration of the Option Period. If such sale is not consummated within 30 days after the Contract Date for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Termsany reason, then Lessor the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be obligated to made thereafter by the Selling Stockholder without again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on offering the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment same to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time corporation in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termaccordance with this Section 38.

Right of First Offer. Lessor hereby grants (a) At any time after the Rights Trigger Date, if either Inland or LMLP (except if the Rights Trigger Date occurs because of an Event of Default by an LMLP Partner) wishes to Lesseesell their Percentage Interest or cause the Partnership to sell any Qualified Asset (for the purposes of this section, a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelysuch selling Partner, the “First Offer SpaceROFO Offering Partner”). Lessor , the ROFO Offering Partner shall notify Lessee in writing deliver a written notice (a “ROFO Notice”) to the Other Partner (the “First Offer NoticeROFO Responding Partner)”) from time specifying to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth ROFO Responding Partner in writing the terms and conditions (including the proposed lease term“ROFO Terms”) set forth in and the proposal price (collectivelythe “ROFOOffer Price”) at which the ROFO Offering Partner would be willing to sell their entire Percentage Interest or the ROFO Offering Partner would be willing to permit the Partnership to sell any of the Qualifying Assets, as the case may be, to the ROFO Responding Partner. Any ROFO Notice shall reference the invocation of this Section 11.1 and shall constitute an irrevocable offer from the ROFO Offering Partner to the ROFO Responding Partner to sell its entire Percentage Interest or permit the sale by the Partnership of the stated Qualifying Assets, as the case may be, at the ROFO Offer Price. If the ROFO Responding Partner does not elect to buy the ROFO Offering Partner’s entire Percentage Interest or the stated Qualifying Assets, as the case may be, within forty-five (45) days following receipt of the ROFO Notice by delivering an election notice to the ROFO Offering Partner (the “ROFO Response Notice”), subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be permitted to sell their entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, to a bona fide third party pursuant to an arm’s length transaction on terms not more favorable to such bona fide third party than the ROFO Terms and for an amount equal to or greater than the ROFO Offer Price (the “Required Third Party Price and Terms”). If Lessee wishes In the event the ROFO Responding Partner fails to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer timely deliver a ROFO Response Notice, then within five subject to Sections 11.1(b) and (5) business days after receipt c), the ROFO Offering Partner shall be permitted to sell its entire Percentage Interest or any of the First Offer Notice by Lessee Qualifying Assets on behalf of the Partnership, as the case may be, for the Required Third Party Price and Terms. (b) In the “Election Date”)event the ROFO Offering Partner is permitted to sell its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) as the case may be, pursuant to which Lessee shall elect either to (iSection 11.1(a) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same asabove, the Terms offered to Lessee, but ROFO Offering Partner shall not be more economically favorable by more than five percent (5%) than have the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) right for a period of up six (6) months after the date of the ROFO Notice (the “Third Party Sale Period”) to twelve (12) months; providedsell its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, howeveras the case may be, if Lessor to a bona fide third party for and on the Required Third Party Price and Terms. In the event the ROFO Offering Partner fails to enter into a lease consummate the sale of its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee Required Third Party Price prior to leasing such space to a third party on the terms upon which Lessor then desires to offer expiration of the Proposal Space. If Lessee properly exercises LesseeThird Party Sale Period, the ROFO Offering Partner’s right to lease sell its entire Percentage Interest or the First Offer Space stated Qualifying Assets on behalf of the Partnership, as the case may be, to a bona fide third party will be revoked until such time as the ROFO Offering Partner has repeated the process set forth herein including by delivery in Section 11.1(a) and provided the ROFO Responding Partner with the right to make its election pursuant to Section 11.1(a) above. (c) Any exercise of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment provisions of this Section 11.1 is also subject to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right provisions of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermSection 11.3 below.

Right of First Offer. Lessor hereby grants (1) Subsequent to Lesseefour years from the date hereof, if a GEI Party, Roll-Over Investor or Mezzanine Investor (each, solely for purposes of this Section 2.4, a “Right of First Offer Stockholder”) desires to Transfer any or all of its shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable (solely for purposes of this Section 2.4, the “Transfer Stock”) to any Person not a party to this Agreement (other than Transfers pursuant to Section 5.4(f) or Transfers to Permitted Transferees made in compliance with Section 2.2), such Right of First Offer Stockholder shall reduce to writing (the “Transfer Notice”) the terms pursuant to which it desires to Transfer such Transfer Stock (a “Transfer Offer”). Such Transfer Notice shall identify the Transfer Stock and the cash purchase price for the Transfer Stock. Such Right of First Offer Stockholder shall provide the Transfer Notice to the Company, and the Company shall promptly, but in no event later than five (5) Business Days following receipt of the Transfer Notice from the Right of First Offer Stockholder, provide written notice (dated the day it is given) of such Transfer Offer to the GEI Parties, the Select Roll-Over Investors and the Mezzanine Investors (other than such Right of First Offer Stockholder, if applicable) (the “Transfer Offerees”). The Transfer Notice shall constitute an irrevocable offer by the Right of First Offer Stockholder (“First Offer”) to sell the Transfer Stock to the Transfer Offerees at a price equal to the price contained in the Transfer Notice. The Transfer Offerees shall have the irrevocable right and option (the “Right of first offer First Offer”) to accept the First Offer as to any or all shares of the Transfer Stock pursuant to the Transfer Offer. Each Transfer Offeree that desires to purchase any Transfer Stock shall provide the Right of First Offer Stockholder with an irrevocable written notice specifying the number of shares of the Transfer Stock which such Transfer Offeree is requesting to purchase pursuant to such Transfer Offer (including the number of shares of Transfer Stock in excess of such Transfer Offeree’s Pro Rata Amount of the Transfer Stock (“the “Excess Shares”)), which shall be binding on said Transfer Offeree for the number of shares of Transfer Stock in such notice of acceptance, within thirty (30) Business Days after the date of the Transfer Notice (the “Notice Period”), and shall simultaneously provide a copy to the Company. The Company shall promptly distribute such notice of acceptance to all Transfer Offerees. (2) The allocation of Transfer Stock to Transfer Offerees pursuant to a Transfer Offer shall be made as follows: (i) Each Transfer Offeree is entitled to purchase its Pro Rata Amount of shares of the Transfer Stock; (ii) if every Transfer Offeree requests to purchase a number of shares of Transfer Stock equal to or greater than such Transfer Offeree’s Pro Rata Amount, then each Transfer Offeree shall be entitled to only receive such Transfer Offeree’s Pro Rata Amount; and (iii) If such Transfer Offer is undersubscribed and any Transfer Offeree requests to purchase a number of shares of Transfer Stock equal to or less than its Pro Rata Amount, each Transfer Offeree shall (x) first, be entitled to receive the number of shares of Transfer Stock requested for purchase by such Transfer Offeree or, if less, the number of shares of Transfer Stock equal to such Transfer Offeree’s Pro Rata Amount, and (y) second, with respect to any space Transfer Offeree requesting Excess Shares, receive that Lessor determines number of additional shares of Transfer Stock equal to offer for lease the lesser of (A) the number of Excess Shares such Transfer Offeree requested and (B) such Transfer Offeree’s allocable portion of all Excess Shares based on the respective number of shares of Capital Stock held at the time of the Transfer Offer by each Transfer Offeree who requested Excess Shares. (b) The closing of the purchases of the Transfer Stock by the Transfer Offerees that have exercised the options granted pursuant to this Section 2.4 shall take place at the principal office of the Company on the date specified in the “General Atomics Roselle Properties,” defined as properties as to Transfer Offer (which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets date shall not be less than thirty (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (530) business days after receipt following the date of the Transfer Notice). The purchase price for the purchase of Transfer Stock shall be paid in cash (by wire transfer of immediately available funds to an account specified in writing by the recipients thereof at least three (3) business days prior to the date of such closing) or by certified or official bank check, against delivery of certificates representing the Transfer Stock so purchased, duly endorsed in blank for transfer or accompanied by a stock power duly executed in blank. (c) Prior to any Transfer of Capital Stock by a Right of First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) Shareholder pursuant to which Lessee this Section 2.4, the Right of First Offer Shareholder shall, after complying with the provisions of this Section 2.4, comply with the provisions of Section 5.4 hereof, if applicable. (d) If the provisions of this Section 2.4 have been complied with in all respects, the Right of First Offer Stockholder shall elect either to (i) lease all have the right for a 120-day period following delivery of the Proposal Space described in Transfer Notice to Transfer the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant shares of Transfer Stock to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires set forth in the Transfer Notice (or on other terms no more favorable to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the Right of First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment Shareholder) without further notice to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable Transfer Offerees, but after such 120-day period no such Transfer may be made without again giving notice to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) Transfer Offerees of the Premises then under proposed Transfer and complying with the Sublease. Lessee’s right requirements of first offer hereunder this Section 2.4. (e) The provisions of this Section 2.4 shall automatically terminate and have no further effectiveness if Lessee is at any time in default expire upon the occurrence of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Terma Public Offering Event.

Right of First Offer. Lessor hereby grants (a) No Stockholder may Transfer any of its interest in any Restricted Securities, except pursuant to Lesseean Excused Transfer, a right without first offering to sell the Restricted Securities pursuant to the provisions of first offer with respect this Section 4.03. (b) Any Stockholder wishing to transfer all or any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing of its Restricted Securities (the “First Offering Stockholder”), other than pursuant to an Excused Transfer, shall deliver a written notice (an “Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for leaseeach other Stockholder and the Company. The First Offer Notice will describe in reasonable detail the number of shares of Preferred Stock and/or Common Stock being offered, the purchase price requested (all of which shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”be payable in cash) and shall set forth the all other material terms and conditions (including of the proposed lease termTransfer. (c) set forth in the proposal (collectivelyUpon receipt of an Offer Notice from an Offering Stockholder, the “Terms”Stockholders (other than the Offering Stockholder) shall collectively have the option to purchase all of the Restricted Securities being offered (with each of the Stockholders electing to purchase Restricted Securities pursuant to this Section 4.03 having the independent right to purchase that portion thereof that is pro rata based upon the number of Restricted Securities held by each Stockholder electing to purchase Restricted Securities pursuant to this Section 4.03 (as determined in accordance with clause (h) of this Section 4.03). If Lessee wishes to exercise Lessee’s right Within 30 days after receipt of first offer with respect to the subject Proposal Space described in the First Offer Notice, then each Stockholder desiring to purchase the Restricted Securities being offered shall notify the Offering Stockholder and the Company of the number of Restricted Securities being offered which it desires to purchase and whether it desires to purchase its pro rata share of any Restricted Securities which other Stockholders are entitled to purchase but do not subscribe for hereunder. (d) If for any reason the Stockholders do not elect to purchase all the Restricted Securities offered pursuant to the Offer Notice, the Company shall have the right to purchase all, but not less than all, the Restricted Securities offered pursuant to the Offer Notice which the Stockholders have not elected to purchase. Within 30 days after receipt of the Offer Notice, the Company shall notify the Offering Stockholder whether it will purchase all of the Restricted Securities being offered which the Stockholders have not elected to purchase. (e) Within two (2) Business Days after the expiration of the 30-day response period provided to the Stockholders pursuant to Section 4.03(c), the Company shall promptly notify the Offering Stockholder and each such participating Stockholder whether all the Restricted Securities being offered have been subscribed for and, if so, the date of closing of the purchase of such Restricted Securities and the number of Restricted Securities to be purchased by each participating Stockholder and, if applicable, the Company. The purchase of the Restricted Securities pursuant to this Section 4.03 shall be closed at the Company’s executive offices within five (5) business days Business Days after receipt the expiration of the First Offer Notice by Lessee (30-day response period provided to the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) Stockholders pursuant to which Lessee shall elect either to (i) lease all of Section 4.03(c). At the Proposal Space described in closing, the First Offer Notice upon purchasers will pay the Terms Offering Stockholder the purchase price for the Restricted Securities as set forth in the First Offer Notice, and the Offering Stockholder will execute and deliver the certificate(s) evidencing such Restricted Securities to the purchaser or purchasers or their nominees. The purchasers of the Restricted Securities hereunder will be entitled to receive customary representations and warranties from the Offering Stockholder regarding the sale of the Restricted Securities. In the event the Restricted Securities are purchased by one or more purchasers, the purchase price will be allocated among the parties purchasing the Restricted Securities on the basis of the number of Restricted Securities being so purchased and, if both shares of Preferred Stock and Common Stock are being purchased, the purchase price shall be first allocated to the Preferred Stock in an amount equal to the Liquidation Value of the Preferred Stock (ii) refuse to lease such space identified as set forth in the First Offer Notice. If Lessor does not receive a response from Lessee Company’s Certificate of Incorporation then in writing to Lessor’s First Offer Notice by effect), and any accrued but unpaid dividends thereon, and the Election Dateremainder of the purchase price, Lessee if any, shall be deemed allocated to the Common Stock. (f) In the event that the Stockholders and/or the Company have not elected not to lease purchase all of the Proposal Space Restricted Securities offered pursuant to the Terms (“Declined Proposal Space”)Offer Notice, the Offering Stockholder may, subject to the provisions of Sections 4.01 and 4.02 hereof, Transfer the Restricted Securities specified in the Offer Notice at a price which is no less than the price per Restricted Security specified in the Offer Notice and on other terms no more favorable to the transferee(s) thereof than those specified in the Offer Notice during the 90-day period immediately following the last date on which the Stockholders could elect to purchase the Restricted Securities. If Lessee elects (or is deemed Any Restricted Securities not transferred within such 90-day period must be reoffered to have elected) not to lease the Proposal Space Stockholders and the Company pursuant to the First Offer Noticeprovisions of this Section 4.03, then Lessor shall be free and to lease the Declined Proposal Space that was extent applicable, comply with Sections 4.01 and 4.02, upon any proposed subsequent Transfer (other than an Excused Transfer). (g) If any participating Stockholder (a “Defaulting Party”) fails to pay the subject applicable consideration for the portion of Restricted Securities it has agreed to purchase under this Section 4.03 within the First Offer Notice time period specified pursuant to any person or entity on economic terms which may be less favorable than, or the same asSection 4.03(e), the Terms offered Offering Stockholder shall immediately notify the Company, which shall immediately notify the remaining participating Stockholders who together with the Company shall then have the right to Lesseeelect to purchase all, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) all, of the Premises then under the Sublease. LesseeDefaulting Party’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default unpurchased portion of the Sublease Restricted Securities by notifying the Offering Stockholder and the Company within two (subject 2) Business Days of receiving the Company’s notice. In the event that more than one of the remaining participating Stockholders and/or the Company indicate that they wish to applicable notice and cure periodspurchase such securities, such securities shall be allocated pro rata among those wishing to purchase, in the proportion that the number of shares owned by each such participating Stockholder wishing to purchase bears to the total number of shares owned by all the participating Stockholders that have indicated that they wish to purchase, with the remainder, if anyany allocated to the Company. Purchases under this subsection shall be consummated within five (5) Business Days of the notice being sent to the Offering Stockholder. (h) For purposes of determining pro rata allocations pursuant to this Section 4.03, pro rata allocations to purchase Preferred Stock shall be made based on ownership of Preferred Stock and pro rata allocations to purchase Common Stock shall be made based on ownership of Common Stock. (i) In no event shall the Executives have the right to purchase any Restricted Securities pursuant to this Section 4.03 if, as a result of such purchase, the Executives will in aggregate own more than twice 19.9% of the Company’s outstanding Common Stock and/or Preferred Stock, in any twelve (12) month period during vote or value, as would preclude a full step-up in the Termbasis of the assets acquired pursuant to the Purchase Agreement and the availability of amortization of intangible assets for tax purposes upon the consummation of the transactions contemplated by the Purchase Agreement.

Right of First Offer. Lessor hereby grants (a) In the event that the Borrower or any other Borrower Group Company shall desire to Lessee, obtain any construction financing or a right of first offer financing to acquire a Project then under construction (a “Proposed Financing”) with respect to any space that Lessor determines new fuel cell project to offer for lease be developed, owned, constructed or operated by any Borrower Group Company, prior to engaging in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer negotiations with any other potential financing source with respect to such Proposed Financing, the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee Borrower shall deliver written notice to Lessor (“Lesseethe Administrative Agent of such Borrower Group Company’s Election Notice”) pursuant desire to obtain such Proposed Financing, which Lessee notice shall elect either to (i) lease all set forth a reasonably detailed description of the Proposal Space described applicable new fuel cell project and the desired Proposed Financing in respect thereof. (b) Upon the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease Administrative Agent’s receipt of such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same asnotice, the Terms offered to LesseeAdministrative Agent shall have the exclusive right, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up fifteen (15) Business Days, to twelve develop a proposal to arrange or provide the Proposed Financing. (12i) monthsIn the event that the Administrative Agent shall not present the Borrower with a proposal for such Proposed Financing within such fifteen Business Day period, the Borrower shall thereafter be entitled to (A) engage in discussions and negotiations with other potential financing sources with respect to such Proposed Financing and (B) consummate such Proposed Financing with any other third party financing source; provided, howeverthat, if Lessor fails in the event that the Borrower or such other Borrower Group Company shall not consummate such Proposed Financing within one hundred eighty (180) days of the expiration of such fifteen Business Day period, neither the Borrower nor any other Borrower Group Company shall be entitled to enter into consummate such Proposed Financing without again complying with the provisions of this Section 6.19. (ii) In the event that the Administrative Agent shall, within such fifteen Business Day period, present the Borrower with a lease proposal for such Proposed Financing together with a representation that the Declined Proposal Space Administrative Agent and its Affiliates have cash on hand or legally binding commitments to obtain from their respective limited partners or other investors, in either case, sufficient cash necessary to fund such Proposed Financing, the Borrower shall consider such proposal in good faith and shall engage in good faith negotiations with the Administrative Agent with respect thereto. In the event that the Borrower shall, after good faith negotiations with the Administrative Agent, decline to accept the Administrative Agent’s proposal for such Proposed Financing, (x) the Borrower shall thereafter be entitled to engage in discussions and negotiations with other potential financing sources with respect to such Proposed Financing; provided, that, neither the Borrower nor any other Borrower Group Company shall be entitled to consummate such Proposed Financing with any such other financing source unless the interest rate, repayment terms and drawdown terms of such Proposed Financing being provided by such other financing source are, in the reasonable discretion of the Borrower, more favorable to the Borrower or the other applicable Borrower Group Company than the terms proposed by the Administrative Agent, and (y) in the event that are the Borrower or such other Borrower Group Company shall not consummate such Proposed Financing within one hundred eighty (180) days of the Allowed Non-Lessee Terms within date of the next twelve (12) monthsAdministrative Agent’s proposal in respect thereof, or desires to lease such space on terms neither the Borrower nor any other than tile Allowed Non-Lessee Terms, then Lessor Borrower Group Company shall be obligated entitled to consummate such Proposed Financing without again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on complying with the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery provisions of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termthis Section 6.19.

Right of First Offer. Lessor hereby grants (a) If, prior to Lesseeearlier of an initial Public Offering and the listing of the REIT Shares on a national securities exchange or automated quotation system, SR Mezz proposes to sell any mezzanine loan in the Existing SteepRock Assets that has been purchased by SR Mezz for less than ninety percent (90%) of the purchase price paid by SR Mezz therefor (the “Proposed Portfolio Sale”), SR Mezz shall first notify SteepRock in writing. Such notice from SR Mezz to SteepRock (the “Proposed Portfolio Sale Notice”) shall state SR Mezz’s intention to sell such mezzanine loans, the amount of mezzanine loans to be sold, and the other material terms of the Proposed Portfolio Sale. SteepRock shall have fifteen (15) Business Days following receipt of such Proposed Portfolio Sale Notice to deliver a right notice (an “Election Notice”) to SR Mezz that it elects to purchase all (but not less than all) of first offer the mezzanine loans covered by the Proposed Portfolio Sale Notice. (b) If SteepRock declines or otherwise does not deliver an Election Notice within such fifteen (15) Business Day period, then SR Mezz shall have a period of 90 days from such deadline to enter into a definitive agreement to sell such mezzanine loans to one or more third-parties, on such terms and conditions as SR Mezz and such third party or parties may determine. (c) If an Election Notice is validly delivered to SR Mezz, then SteepRock (the “Offer Party”) shall have the right, on an exclusive basis, for a period of fifteen (15) Business Days following the delivery thereof (the “Negotiation Period”), to negotiate with respect to any space that Lessor determines to offer a definitive agreement setting forth the price and the other terms and conditions for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights sale and which are located in purchase of such mezzanine loans. During the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyNegotiation Period, the Offer Party shall have the right to make a written, irrevocable and non-transferable offer (an “First Offer”) to SR Mezz to purchase such mezzanine loans, which Offer Space”). Lessor shall notify Lessee (i) specify the price in writing cash which the Offer Party proposes to pay for such mezzanine loans (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal SpacePrice”) and shall set forth the other material terms upon which such purchase is proposed to be effected. Upon receipt of the Offer, SR Mezz will have the option to sell all (but not less than all) of such mezzanine loans to the Offer Party at the Offer Price and otherwise on the terms and conditions (including the proposed lease term) set forth described in the proposal Offer. In order to exercise this option, SR Mezz must, within fifteen (collectively15) Business Days from receipt of the Offer, send an irrevocable written notice of its acceptance of the Offer to the Offer Party (the “TermsAcceptance Notice”). If Lessee wishes Upon timely delivery of an Acceptance Notice, the Offer Party and SR Mezz will then be legally obligated to exercise Lessee’s right consummate the purchase and sale contemplated by the Offer and shall use their reasonable best efforts to: (i) secure any required governmental authorization; (ii) comply as soon as reasonably practicable with all applicable legal requirements; and (iii) take all such other actions and to execute such additional documents as are reasonably necessary or appropriate to consummate the purchase and sale of first offer with respect such mezzanine loans as promptly as practicable. At such closing, SR Mezz shall transfer such mezzanine loans free and clear of all liens, claims and encumbrances whatsoever, and the Offer Party shall deliver or cause to the subject Proposal Space described be delivered payment for such mezzanine loans as provided in the First Offer and the Acceptance Notice, then . If any such purchase and sale of mezzanine loans has not occurred within five thirty (530) business days Business Days after receipt of the First Offer Acceptance Notice by Lessee (the “Election Date”)for such loans, Lessee SR Mezz shall deliver written notice be free to Lessor (“Lessee’s Election Notice”) sell such mezzanine loans pursuant to which Lessee Section 4.02(d). (d) If the Offer Party and SR Mezz do not reach an agreement for the sale and purchase of such mezzanine loans within the Negotiation Period, then SR Mezz shall elect either have a period of 90 days from the end of the Negotiation Period to enter into a definitive agreement to sell such mezzanine loans to one or more third-parties; provided, that if the Offer Party made an Offer during the Negotiation Period, such definitive agreement shall provide for a purchase price not less than the Offer Price and other terms and conditions not materially less favorable to SR Mezz than the terms and conditions set forth in such Offer. (e) If (i) lease all SR Mezz has not entered into a definitive agreement for the sale of such mezzanine loans within the Proposal Space 90 day period described in the First Offer Notice upon the Terms set forth in the First Offer Noticeeither Section 4.02(b) or 4.02(d), or (ii) refuse SR Mezz has entered into such an agreement during such period but has not consummated the sale of such mezzanine loans within 90 days from the date of such definitive agreement, then the provisions of this Section 4.02 shall again apply, and SR Mezz shall not transfer or offer to lease such space identified transfer any mezzanine loans in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be Existing SteepRock Assets for less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five ninety percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (7590%) of the Premises then under purchase price therefor without again complying with this Section 4.02. (f) The provisions of this Section 4.02 shall terminate upon the Sublease. Lessee’s right earliest to occur of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default (x) consummation of an initial Public Offering, (y) the listing of the Sublease REIT Shares on a national securities exchange or automated quotation system and (subject to applicable notice and cure periods, if anyz) more than twice in any twelve (12) month period during the Termtermination of the Sub-Advisory Agreement.

Right of First Offer. Lessor hereby grants (a) At least sixty (60) days prior to Lessee, a right of first offer with respect making any transfer (other than pursuant to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]another Exempt Transfer), as further outlined on Exhibit C attached hereto and made each Individual Investor shall deliver a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing written notice (the “First Offer Notice”"Notice of Sale") from time to time when Lessor proposes to offer any First Offer Space for leasethe Company and the other Investors. The First Offer Notice of Sale shall describe disclose in reasonable detail the First Offer Space which is the subject identity of the proposal (“Proposal Space”prospective transferees) and shall set forth the terms and conditions (including of the proposed lease termtransfer. The Company shall use all commercially reasonable efforts to purchase all (but not less than all) of the Restricted Securities to be transferred (the "Subject Securities") upon the same terms and conditions as those set forth in the proposal Notice of Sale within sixty (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (560) business days after the Company's receipt of the First Offer Notice by Lessee of Sale. If, after all commercially reasonable efforts, the Company is unable to effect such purchase during such sixty (60) day period, then the “Election Date”), Lessee Company shall deliver a written notice thereof to Lessor each Investor within seventy (“Lessee’s Election Notice”70) pursuant to which Lessee shall elect either to (i) lease all days after the Company's receipt of the Proposal Space described in Notice of Sale. Upon receipt of such notice from the First Offer Notice Company, the Lead Trivest Investor and the other Individual Investors may elect to purchase all (but not less than all) of the Subject Securities upon the Terms same terms and conditions as those set forth in the First Offer Notice, or Notice of Sale by delivering a written notice of such election to the Investor within sixty (ii60) refuse to lease such space identified in days after their receipt of the First Offer NoticeCompany's notice. If Lessor does not receive a response from Lessee in writing more than one of such Investors elects to Lessor’s First Offer Notice by purchase all of the Election Dateoffered shares, Lessee such shares shall be deemed purchased by such Investors so electing pro rata based upon the number of shares of Common Stock owned by each such Investor. Each such Investor shall be given up to have elected not sixty (60) days (after it has been determined that such Investor has such right) to lease consummate the Proposal Space pursuant to purchase and sale of Subject Securities (the Terms (“Declined Proposal Space”"Authorization Period"). If Lessee elects (or is deemed neither any Individual Investor nor the Lead Trivest Investor has elected to have elected) not to lease purchase all of the Proposal Space pursuant Subject Securities, then the selling Investor may transfer the Subject Securities at a price and on terms no more favorable to the First Offer Notice, then Lessor transferee(s) thereof than specified in the Notice of Sale during the sixty (60) day period immediately following the Authorization Period. Any Subject Securities not transferred within such sixty (60) day period shall be free subject to lease the Declined Proposal Space that was provisions of this section 6(a) upon subsequent transfer. (b) The restrictions on the subject transfer set forth in this section 6 shall continue with respect to each share of Restricted Securities until the First Offer Notice to any person or entity date on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable such share has been transferred in a transaction permitted by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsthis section 6; provided, however, if Lessor fails that each such share shall continue to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termall other provisions of this Agreement.

Right of First Offer. Lessor hereby grants to Lessee(a) At any time after February 1, a right of first offer with respect to any space that Lessor determines to offer for lease in 2003 but before February 1, 2005, if JPMP or AON, as the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in case may be (the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]"Transferring Party"), as further outlined on Exhibit C attached hereto desires to Transfer any Standstill Shares held by the PCP Entities for their respective accounts (other than to a Permitted Transferee or an Affiliate), and made a part hereof directs the PCP Entities to so Transfer any Standstill Shares, such Transferring Party shall, before such Transfer, take the following actions: (collectively, the “First Offer Space”). Lessor shall notify Lessee i) Inform Penske Corporation in writing (which shall include by facsimile) of its intent to Transfer such Standstill Shares (the “First Offer "Transfer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”") and shall set forth include in such Transfer Notice, the terms number of Standstill Shares such Transferring Party intends to Transfer (the "Transfer Amount"). (ii) Upon receipt of a Transfer Notice, Penske Corporation shall have twenty-four (24) hours from the time of delivery of the Transfer Notice to inform the Transferring Party whether it desires to purchase any such Standstill Shares. (iii) In the event that Penske Corporation informs the Transferring Party in writing that it does not intend to purchase any such Standstill Shares or provides no response prior to the expiration of such twenty-four (24) hour period (the "Penske Rejection"), such Transferring Party shall be entitled to Transfer such Standstill Shares, free and conditions (including clear of the proposed lease term) restrictions set forth in this Section 4.1 to any party for any consideration for ten (10) Business Days from the proposal effective time of such Penske Rejection (collectivelythe "Unlimited Transfer Period"). To the extent that the Transferring Party has not Transferred such Standstill Shares within the Unlimited Transfer Period, such Transferring Party shall again comply with the provisions of this Section 4.1 prior to Transferring such Standstill Shares which were not so Transferred. (iv) In the event that Penske Corporation informs the Transferring Party in writing that it intends to purchase any such Standstill Shares (the "Penske Offer"), Penske Corporation shall indicate to the Transferring Party the per share price, in cash, it is willing to pay for such Standstill Shares to be purchased by it and the number of such Standstill Shares which Penske Corporation intends to purchase (the "Penske Purchase Amount") and such Penske Offer shall be irrevocable for twenty-four (24) hours. (v) If the Transferring Party accepts the Penske Offer, the “Terms”). If Lessee wishes to exercise Lessee’s right parties shall complete the Transfer of first offer with respect to the subject Proposal Space described in the First Offer Notice, then such Standstill Shares within five (5) business days after receipt Business Days from the date of delivery of such acceptance by the Transferring Party to Penske Corporation. In the event that the Penske Purchase Amount is less than the Transfer Amount, the Transferring Party shall be entitled to Transfer such remaining Standstill Shares (the "Rejected Shares"), free and clear of the First restrictions set forth in this Section 4.1, for ten (10) Business Days from the time of the receipt by the Transferring Party of the Penske Offer Notice by Lessee to any party for any consideration (the “Election Date”"Rejected Share Transfer Period"). To the extent that the Transferring Party has not Transferred all of such Rejected Shares within the Rejected Share Transfer Period, such Transferring Party shall again comply with the provisions of this Section 4.1 prior to Transferring such Standstill Shares which were not so Transferred. (vi) If the Transferring Party rejects the Penske Offer, for a period of five (5) Business Days from the date of delivery of such rejection by the Transferring Party to Penske Corporation (the "Limited Transfer Period"), Lessee such Transferring Party shall deliver written notice be able to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all Transfer such Standstill Shares, free and clear of the Proposal Space described restrictions set forth in this Section 4.1, to any other party for a per share price, in cash, not less than the First Offer Notice upon the Terms per share price set forth in the First Offer NoticePenske Offer. To the extent that the Transferring Party has not Transferred all of such Standstill Shares within the Limited Transfer Period, such Transferring Party shall again comply with the provisions of this Section 4.1 prior to Transferring such Standstill Shares which were not so Transferred. (b) In the event that a Transferring Party intends to Transfer shares in an underwritten offering (the "Underwritten Offering") pursuant to Section 2.1 of the Registration Rights Agreement, the Transferring Party shall provide Penske Corporation with the Transfer Notice and the Transfer Amount proposed to be sold in such Underwritten Offering. Penske Corporation, or its Affiliates, shall have the right to purchase all or any portion of the underwritten shares for a period of 30 days (iithe "Underwritten Offer Period") refuse following receipt of the Transfer Notice at a purchase price equal to lease the 20-day trailing average closing price of the Common Stock as quoted on the New York Stock Exchange Composite Index determined as of the date of delivery of the Transfer Notice (the "Underwritten Share Price") and shall deliver a non-binding indication of intention to purchase (an "Indication of Intent") such space identified in shares within 15 days following receipt of the First Offer Transfer Notice. If Lessor does Penske Corporation or its Affiliates do not receive a response from Lessee in writing elect to Lessor’s First Offer Notice by purchase all of the Election Date, Lessee shall be deemed to underwritten shares within such 30 day period or have elected not to lease delivered an Indication of Intent within the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Noticeaforementioned 15 days, then Lessor the Transferring Party shall be free to lease sell the Declined Proposal Space that was the subject portion of the First Offer Notice to any person underwritten shares not purchased by Penske Corporation or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee its Affiliates in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up Underwritten Offering pursuant to twelve (12) monthsthe Registration Rights Agreement; provided, howeverthat if such Underwritten Offering is not completed within 120 days from the date of the Transfer Notice, if Lessor fails then the underwritten shares will again be offered to enter into a lease for the Declined Proposal Space on Penske Corporation pursuant to the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, of this Section 4.1(b). Any purchase of underwritten shares by Penske Corporation or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor its Affiliates shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on completed within 15 days following the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) expiration of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermUnderwritten Offer Period.

Right of First Offer. To the extent Lessor hereby grants determines to sell all or any portion of the Premises, Lessor will grant Lessee the right of first offer to purchase that same portion of the Premises. Prior to seeking, entertaining or considering any offers for the sale or purchase of such property, Lessor shall notify Lessee in writing that it intends to sell such property, describing in sufficient detail the property to be sold. Lessor shall promptly make available all records pertaining to the property to be sold for Lessee’s review, and Lessee shall have thirty (30) days from receipt of such notice to review these records. Lessee shall have sixty (60) days after receipt of Lessor’s notice to submit a written offer to Lessor for the purchase of the property to be sold. Should Lessee fail to timely submit an offer to purchase such property, then Lessee shall be deemed to have waived its right of first offer for such property (subject to its reinstatement as provided below). Lessor shall have thirty (30) days from receipt of Lessee’s written offer to elect to sell the property to Lessee or to seek offers from other parties. Failure by Lessor to timely respond to Lessee’s written offer shall be deemed to be a rejection of Lessee’s offer. If Lessor accepts Lessee’s offer, the Parties shall promptly commence preparation of the closing documents. If Lessor does not accept Lessee’s offer, then Lessor shall have a period of six (6) months after such rejection in which to enter into a bona fide purchase and sale agreement to sell such property to another party, provided Lessor shall not agree to sell such property to any other party unless their offer is at least ten percent (10%) greater in value than the offer submitted by Lessee. In the event Lessor has not entered into a bona fide purchase and sale agreement with another party within six (6) months from rejecting Lessee’s offer, or the waiver by Lessee’s of its right of first offer as described above, then Lessee shall once again have the right of first offer with respect to any space that Lessor determines to offer for lease in such property under the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the same terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”)described above. If Lessee wishes Any exercise or failure to exercise this right of first offer with respect to some but not all of the Refinery, or Lessor’s sale under this provision of some but not all of the Refinery to another party, shall not be deemed to limit, impair, restrict or inhibit Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt remainder of the First Offer Notice Refinery. Any offer made by Lessee (the “Election Date”), Lessee under this Article XIII shall deliver written notice be held confidential by Lessor and will not be disclosed to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all any prospective purchasers of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermPremises.

Right of First Offer. Lessor hereby grants to Lessee, a right of first offer with respect to any space that Lessor determines to offer for lease in The Phoenix Stockholder or the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67])Stockholder, as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing applicable (the “First Selling Stockholder”) may offer all but not less than all of its Shares (the “Offered Shares”) in the Company to the other Stockholders (the “Non-Selling Stockholders”), at a price, and on the terms and conditions, specified in the notice (the “Offer Notice”) from to the Non-Selling Stockholders at any time (but not more than once in any 12-month period) following the Lock-Up Period. Each Non-Selling Stockholder may (directly or acting through its Representative), within 45 days of receipt of the Offer Notice, notify (such notice, the “Exercise Notice”) the Selling Stockholder’s Representative whether it wishes to time when Lessor proposes to offer any First Offer Space for leasepurchase all (but not less than all) of the Selling Stockholder’s Offered Shares. The First Offer In the event that more than one Non-Selling Stockholder shall send an Exercise Notice (each an “Exercising Non-Selling Stockholder”), each Exercising Non-Selling Stockholder shall describe purchase its Pro Rata Share of such Offered Shares, where “Pro Rata Share” shall mean that number of Shares determined by multiplying the First Offer Space total number of Offered Shares by a fraction (A) the numerator of which is the subject aggregate number of Shares then held by such Exercising Non-Selling Stockholder on an As-Converted, Fully-Diluted Basis and (B) the proposal (“Proposal Space”) and shall set forth denominator of which is the total number of Shares then held by all Exercising Non-Selling Stockholders on an As-Converted, Fully-Diluted Basis. By sending an Exercise Notice to the Selling Stockholder, the Exercising Non-Selling Stockholder commits itself to acquire the Offered Shares on the terms and conditions (including the proposed lease term) set forth in on the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lesseeand such Exercising Non-Selling Stockholder’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Shares shall be deemed used as collateral to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed secure such Exercising Non-Lessee Terms”) for a period of up Selling Stockholder’s obligation to twelve (12) months; provided, however, if Lessor fails to enter into a lease for acquire the Declined Proposal Space on the terms that are Offered Shares within the Allowed Non-Lessee Terms within the next twelve Purchase Period (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termdefined below).

Right of First Offer. Lessor hereby grants (a) At any time after the fifth anniversary of the Closing Date, to Lesseethe extent that an Initial Public Offering has not been consummated, if any member of the DLJ Group (for purposes of this Section 4.1, a "Selling Stockholder") proposes to transfer (unless the proposed transfer is a Permitted Transfer or a transfer pursuant to such Selling Stockholder's "tag-along" rights under Section 4.2, in which case the following provisions need not be complied with) all or any portion of its Common Shares (the number of Common Shares proposed to be transferred by the Selling Stockholder, the "Subject Securities"), the Selling Stockholder shall deliver a notice of intention to sell (a "Sale Notice") to the members of the KKR Group (the "Offeree Stockholders") setting forth the number of Subject Securities proposed to be transferred, an irrevocable offer to sell such Subject Securities to the Offeree Stockholders and the terms and conditions pursuant to which the Selling Stockholder is offering to sell such Subject Securities. For purposes of this Section 4.1, KKR European shall be the initial representative of the Offeree Stockholders (the "Representative") (unless it shall designate a different member of the KKR Group to act as the Representative). (b) Upon receipt of a Sale Notice, the Offeree Stockholders shall have the right to elect to purchase at the price and on the terms and conditions stated in the Sale Notice, all, but not less than all, of the Subject Securities (as allocated among the Offeree Stockholders in their discretion). In the event that the Offeree Stockholders elect to purchase all of the Subject Securities, the Representative shall so notify the Selling Stockholder within 20 days (the "Option Period") after the receipt by such party of the Sale Notice. Any such election shall be made by written notice (a "Notice of Election") to the Selling Stockholder. (c) If a Notice of Election with respect to the Subject Securities shall have been delivered to the Selling Stockholder, the Selling Stockholder shall sell such Subject Securities to the Offeree Stockholders designated in the Notice of Election at the price and on the terms and conditions stated in the Sale Notice. (d) The closing of the sale of Subject Securities to the Offeree Stockholders shall take place at the offices of the Company, or such other location as the parties to the sale may mutually select, on a date the parties may mutually select, no later than 30 days following the expiration of the Option Period (or upon the expiration of such longer period required to obtain any necessary regulatory approvals). At such closing, the Selling Stockholder shall deliver a certificate or certificates for the Subject Securities to be sold, accompanied by stock powers with signatures guaranteed and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor by certified or official bank check or by wire transfer of immediately available funds. (e) If the Offeree Stockholders (and/or their assignee(s)) do not elect to purchase all of the Subject Securities by the end of the Option Period, such Subject Securities may be sold (in compliance with Section 4.2 below, to the extent applicable) to any Person for a period of 180 days following the expiration of the Option Period at a price not lower than the price specified in the Sale Notice and on other terms and conditions not more favorable to the purchaser than those specified in the Sale Notice. Any Subject Securities not sold by such 180th day shall again be subject to the restrictions contained in this Section 4.1. (f) The Offeree Stockholders shall be entitled to assign any or all of their rights under this Section 4.1 to the Company or any other Person. (g) To the extent that any Offeree Stockholder elects to purchase the Subject Securities pursuant to its rights under this Section 4.1, such election shall override any election of any other Stockholders exercising any rights under Section 4.2 hereof with respect to the same proposed transfer of Common Shares. (h) The Company agrees to use commercially reasonable efforts to cooperate with, and provide reasonable assistance to, the Offeree Stockholder (or its assignee) or any prospective third party purchaser (if the Offeree Stockholders do not exercise their right of first offer in accordance with respect to Section 4.1) in connection with obtaining any space that Lessor determines to offer for lease governmental or regulatory approval required in connection with the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject purchase of the proposal (“Proposal Space”) and shall set forth Subject Securities; provided, that the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but Company shall not be more economically favorable by more than five percent (5%) than the Terms offered obligated to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up take any action that would reasonably be expected to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space cause or impose any adverse effect on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, business or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) operations of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermCompany.

Right of First Offer. Lessor hereby grants If on or before the third (3rd) anniversary of the Closing Date, Purchaser desires to Lessee, a right of first offer with respect to any space that Lessor determines to offer for lease sell its ownership interest in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located Premises, other than in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject event of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all a transfer of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Noticeownership to an affiliate, or (ii) refuse a transfer by or in lieu of foreclosure to lease such space identified in an unaffiliated institutional lender (including, without limitation, any so-called “conduit lender”), or (iii) a merger, consolidation or sale of all or substantially all of the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Datestock or assets of GSI Commerce, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms Inc. (“Declined Proposal SpaceGSI”), then Purchaser shall give Seller written notice of such intention (“Purchaser’s Notice”). In such event, Seller shall have the right to exercise the option set forth below (the “Right to Negotiate Purchase”). 13.1 Seller shall have a period of ten (10) Business Days from receipt of Purchaser’s Notice within which to exercise its Right to Negotiate Purchase by delivery to Purchaser of written notice (“Seller’s Notice”) stating Seller’s intention to enter into negotiations with Purchaser concerning the purchase and sale of the Premises. Purchaser and Seller shall promptly commence, and pursue in good faith for a period of thirty-five (35) calendar days after Seller’s Notice is given, negotiations in an effort to reach agreement concerning the purchase of the Premises by Seller. If Lessee at the expiration of such thirty-five (35) day period, Seller and Purchaser have failed to reach agreement concerning the purchase by Seller for any reason whatsoever, then Purchaser shall be entitled to sell or transfer the Premises to any third party for a stated purchase price which is not more than two and one-half percent (2 1/2%) less than the purchase price offered by Seller thereafter without any further obligation to Seller. If Purchaser intends to sell the Premises for more than 2.5% less than such purchase price, then Purchaser shall first provide Seller with notice of such intent, which notice shall specify the intended sales price (the “Intended Price”). Seller shall have ten (10) Business Days from after its receipt of such notice to determine whether or not it wishes to purchase the Property at the Intended Price and to provide Purchaser with notice of its election. If Seller elects (or is deemed to purchase the Property, then, within five business days after Seller provides notice of such election to Purchaser, Seller and Purchaser shall enter into a contract for the purchase and sale of the Property on the same terms as this contract with only such changes as are necessary to reflect the passage of time, that the contract shall not include an option on the Option Parcel, that Seller and Purchaser have elected) not to lease switched positions and that the Proposal Space pursuant purchase price shall be equal to the First Offer NoticeIntended Price, and provided that the thirty (30) day “Purchaser’s Review Period” afforded Seller under such contract shall commence upon the expiration of Seller’s ten (10) day election period (rather than on the date of the execution of such contract), and any closing pursuant thereto shall occur within thirty (30) days from after the expiration of such thirty (30) day period. If Purchaser does not enter into a contract of sale and close on a sale of the Property to an unrelated third party within twelve (12) months from the termination of such thirty-five (35) day period (“Open Period”), then Lessor Seller’s Right to Negotiate Purchase shall again apply on all of the terms above provided. Notwithstanding the foregoing, such Open Period shall be free to lease extended (the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee TermsOpen Period Extension”) for a period not exceeding sixty (60) days if a contract of up to twelve (12) months; provided, however, if Lessor fails to enter sale is entered into a lease during the eleventh or twelfth month of the Open Period. The parties acknowledge that any sales price for the Declined Proposal Space on Property is likely to be significantly affected by the terms that are within of any leaseback subject to which Purchaser is offering to sell the Allowed Non-Lessee Terms within Property. Therefore, all references to price in this Section 13 shall include, without limitation, the next twelve (12) months, or desires economic terms of any leaseback to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall which the Property will be obligated subject after any sale. 13.2 This Right to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer Negotiate Purchase is personal to Seller and may not be exercised by or assigned to, either voluntarily or involuntarily, any other person or entity other than an affiliate of Seller or any successor to Seller by merger, reorganization or by purchase of all or substantially all of the originally named Lessee under assets of Seller. 13.3 If Purchaser acquires the Sublease Option Property, the provisions of this Section 13 shall likewise apply to the Option Property except that if Purchaser is selling both the Property and the Option Property, Seller’s Right to Negotiate Purchase shall apply to and may only be exercised if Lessee occupies not less than seventy-five percent (75%) with respect to both the Property and the Option Property. If Purchaser has offered the Property and the Option Property to Seller only as a package, then before Purchaser may sell either of the Premises then under the Sublease. Lesseesuch properties separately, Seller’s right Right to Negotiate shall apply to each of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termsuch properties separately.

Right of First Offer. Lessor hereby grants (a) If any Partner desires to LesseeTransfer all or any portion of its GP Units to any Person (other than pursuant to a Permitted Transfer) or is subject to a demand or request to Transfer all or any portion of its GP Units to any Person in connection with the foreclosure (or in lieu of foreclosure) of any pledge, hypothecation, or encumbrance of its GP Units, then such Partner (the "Disposing Partner”) shall promptly give written notice (a “Disposition Notice”) to the other Partners (such other Partners, the “ROFO Partners”) that such Disposing Partner desires to effect such a Transfer and setting forth the portion of GP Units proposed to be transferred by the Disposing Partner (the “Sale GP Units”), the amount of consideration that such Disposing Partner proposes to be paid for such Sale GP Units (the “Sale Price”) and any other material terms sought by the Disposing Partner. The delivery of a Disposition Notice shall constitute an offer by the Disposing Partner to sell to the ROFO Partners the Sale GP Units at the Sale Price in accordance with the terms of this Section 3. (b) Upon receipt of the Disposition Notice, each ROFO Partner may exercise the right of first offer with respect to all or any space that Lessor determines portion of the Sale GP Units by delivering a written notice to offer for lease in the Disposing Partner and the other ROFO Partners within 20 Business Days after the receipt of the ROFO Partners Notice (such 20-Business Day period being referred to herein as the “General Atomics Roselle Properties,” defined ROFO Partners Election Period”) setting forth the amount of the Sale GP Units such ROFO Partner is electing to purchase, up to its pro rata share (based on the relative Sharing Ratios of the ROFO Partners as properties as of the date of such determination) plus any additional portion of the Sale GP Units it desires to which Lessor has unfettered lease or sublease rights and which are located purchase in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing excess of its pro rata share (the “First Offer NoticeROFO Over-Allotment Amount”) from time to time when Lessor proposes to offer if other ROFO Partners do not exercise all or any First Offer Space for leaseportion of their rights hereunder. The First Offer Notice right of each ROFO Partner to purchase Sale GP Units in excess of its pro rata share shall describe be based on the First Offer Space which is the subject relative Sharing Ratios of the proposal ROFO Partners desiring to purchase ROFO Over-Allotment Amounts (“Proposal Space”) and shall set forth or in such other manner as all of the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes ROFO Partners who elect to exercise Lessee’s the right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Exercising ROFO Partners”) agree to allocate the right to purchase among themselves). (c) The closing of the purchase and sale of the Sale GP Units to the Exercising ROFO Partners shall occur no later than the 20th Business Day following the end of the ROFO Partners Election Date”)Period unless the Exercising ROFO Partners and the Disposing Partner otherwise agree in writing. At the closing, Lessee each of the Exercising ROFO Partners shall deliver written notice to Lessor the Disposing Partner cash (“Lessee’s Election Notice”by wire transfer in immediately available funds) in the amount of the Sale Price applicable to the Sale GP Units to be purchased by such Exercising ROFO Partner, and the Disposing Partner shall represent and warrant to each of the Exercising ROFO Partners pursuant to which Lessee a written agreement delivered at such closing that the Disposing Partner owns such Sale GP Units free and clear of all liens, encumbrances and adverse claims, and shall elect either deliver to (i) lease all each of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer NoticeExercising ROFO Partners, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice as applicable, executed transfer instruments as are deemed reasonably necessary by the Management Committee for the proper transfer of such Sale GP Units on the books of the Partnership. The Disposing Partner and the Exercising ROFO Partners shall cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the closing. Notwithstanding the foregoing, any such closing shall be delayed, to the extent required, to obtain any necessary governmental approvals, waivers and consents required for the closing (including any approvals under the HSR Act); provided, that if such approval, waiver or consent is required by any Exercising ROFO Partner to consummate such closing and such approval, waiver or consent is not obtained within 40 Business Days following the end of the ROFO Partners Election DatePeriod, Lessee then the Exercising ROFO Partners shall be deemed to have elected not rejected the offer to lease purchase any of the Proposal Space Sale GP Units and no Exercising ROFO Partner shall be deemed to have breached any obligation to purchase any portion of the Sale GP Units. (d) If the ROFO Partners fail to notify the Disposing Partner prior to the expiration of the ROFO Partners Election Period of their election to acquire all of the Sale GP Units pursuant to any Disposition Notice, then the Terms (“Declined Proposal Space”)ROFO Partners shall be deemed to have rejected the offer to purchase any of the Sale GP Units. If Lessee elects the ROFO Partners are deemed to have rejected the offer to purchase any of the Sale GP Units, the Disposing Partner shall be free to Transfer all of the Sale GP Units to any Person during the 90-Business Day period following the expiration of the ROFO Partners Election Period; provided, that the consideration and other terms offered by the Disposing Partner shall be no more favorable to the transferee taken as a whole than those offered in the Disposition Notice. If the consideration constituting the Sale Price includes any readily marketable securities, then, for purposes of this Section 3, the cash value of such readily marketable securities shall be deemed to be an amount equal to (i) in the case of securities that are primarily traded on a National Securities Exchange (other than The Nasdaq Stock Market, Inc.), the average of their last sale prices, regular way, as reported in the principal consolidated transaction reporting system of such National Securities Exchange on each trading day during the 21 trading-day period ending immediately prior to the date of the determination, or if no sales occurred on any such day, the mean between the closing “bid” and “asked” prices on such day and (ii) if the principal market for such securities is, or is deemed to have elected) be, in the over-the-counter market or The Nasdaq Stock Market, Inc., the average of their closing sale prices on each trading day or, if not to lease so quoted, the Proposal Space pursuant mean between their closing “bid” and “asked” prices on such day during the 21 trading-day period ending immediately prior to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject date of the First Offer Notice to any person or entity determination, as published by The Nasdaq Stock Market, Inc., in the case of securities primarily traded on economic terms which may be less favorable thanThe Nasdaq Stock Market, Inc., or the same asFINRA/NASDAQ Trade Reporting Facility or such other system then in use, in the case of a principal market that is the over-the-counter market, or if such price is not so published on any such day, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (mean between their closing “Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, howeverbid” and “asked” prices, if Lessor fails to enter into available, on any such day, which prices may be obtained from any professional market maker making a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) monthsmarket in such securities, or desires any reputable pricing service, broker or dealer. For purposes of this Section 3, “National Securities Exchange” means an exchange registered with the United States Securities and Exchange Commission under Section 6(a) of the Securities Exchange Act, and any successor to lease such space on terms other than tile Allowed Nonstatute. Any Sale GP Unit not sold during such 90-Lessee Terms, then Lessor Business Day period shall be obligated subject again to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time set forth in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termthis Section 3.

Right of First Offer. Lessor hereby grants If at any time a Class B Holder (an “Offeror”) proposes to Lessee, sell Class B Common Stock in a right of first offer with respect transaction not registered under the Securities Act (any such Holder being referred to any space as an “Offeror” and the Class B Common Stock that Lessor determines the Offerer seeks to offer for lease in sell being referred to herein as the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]Offered Securities”), as further outlined on Exhibit C attached hereto then the Offeror shall comply with paragraphs (i) through (vi) below. (i) The Offeror shall give written notice to the Company and made a part hereof each of the holders of Class B Common Stock (collectively, “Offering Notice”) which Offering Notice shall (a) state that the “First Offer Space”). Lessor shall notify Lessee in writing Offeror desires to sell the Offered Securities and (b) indicate the minimum sale price (the “Offer Price”) for such Offered Securities and the other material terms of such proposed sale. Each Offering Notice shall constitute an irrevocable offer by the Offeror to the Company and Coastal to acquire the Offered Securities for cash, subject to the provisions of this Section 1.3(c). (ii) The Company shall have the right (“Primary Right of First Offer”) to purchase from the Offeror a number of shares of Class B Common Stock equal to the number of Offered Securities at the Offer Price in cash exercisable by the delivery, within 20 days of receipt of the Offering Notice, to the Offeror of a notice (a “Buyer’s Notice”) stating (i) that the Company elects to purchase a number of shares of Class B Common Stock equal to the number of Offered Securities from time the Offeror and the Tag-Along Sellers and (ii) that such election is irrevocable, subject only, if at all, to time when Lessor proposes the consummation of a registered offering of IDSs effected to offer any finance such purchase. (iii) In the event the Company does not deliver a Buyer’s Notice within the 20-day period set forth above, Coastal shall have the right (“Secondary Right of First Offer”) to purchase a number of shares of Class B Common Stock equal to the number of Offered Securities at the Offer Space for lease. The First Offer Price in cash exercisable by the delivery, within 30 days of receipt of the Offering Notice, to the Offeror of a Buyer’s Notice stating that (i) Coastal elects to purchase a number of shares of Class B Common Stock equal to the number of the Offered Securities from the Offeror and the Tag-Along Sellers and (ii) that such election is irrevocable. (iv) Delivery of a Buyer’s Notice shall describe constitute a contract between the First Offer Space which is Offeror and the subject Company or Coastal, as applicable, for the sale and purchase of the proposal (“Proposal Space”) Offered Securities at the Offer Price in cash and shall set forth upon the other applicable terms and conditions (including the proposed lease term) set forth in the proposal (collectivelyOffering Notice. Failure of the Company, or Coastal, as applicable, to provide a Buyer’s Notice within the “Terms”). If Lessee wishes to exercise Lessee’s applicable 20 and 30-day periods set forth above shall constitute a waiver of the applicable right of first offer with respect offer. (v) If neither the Company nor Coastal elects to exercise its rights under (ii) and (iii) above the Offeror may transfer a number of shares of Class B Common Stock equal to the subject Proposal Space described number of Offered Securities to one or more persons at a price not lower than the Offer Price and on terms in all material respects no more favorable to the purchaser than those contained in the First Offer Offering Notice, then within five (5) business days after receipt subject to the rights of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms Tag-Along Sellers as set forth in Section 1.3(d) below to participate in such sale pursuant to a Tag-Along Participation Notice on the First Offer Noticesame terms and conditions. (vi) The Closing of any purchase of the Offered Securities shall be held at the principal office of the Company as soon as practicable, or (ii) refuse to lease such space identified in but no later than 60 days following the First Offer Offering Notice. If Lessor does not receive a response from Lessee At the Closing, the Offeror and each Tag-Along Seller shall deliver such instruments, executed by it and in writing form reasonably satisfactory to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (Company or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable thanCoastal, or the same asother purchaser, the Terms offered to Lesseeas applicable, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor as shall be obligated necessary to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on transfer, assign and convey the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery Offered Securities, free and clear of Lessee’s Election Notice not later than the Election Dateall liens or other encumbrances, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into Company or Coastal or the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) other purchaser, as applicable, against payment of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termpurchase price therefore.

Right of First Offer. Lessor hereby grants to LesseeFor so long as Tenant leases the entire Existing Premises, Suite A Premises and 11111 Premises (as such terms are defined on the Execution Date of this Amendment), Tenant shall have a right of first offer with respect (“ROFO”) as to any space that Lessor determines to offer for lease entire suite in the space described on attached Exhibit E for which Landlord is seeking a tenant (“General Atomics Roselle Properties,” defined as properties as Available ROFO Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFO Premises to Tenant for any period past the date on which Lessor has unfettered lease the Lease expires or sublease rights is terminated pursuant to its terms; and which are located provided, further, that if Landlord is seeking one tenant to occupy more than one suite in the area bordered by Rosellespace described on the attached Exhibit E and Tenant does not elect to lease all such suites, Flintkotethen Landlord shall not be required to lease such suites to Tenant. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made or enters into a part hereof (collectivelynew lease with such then-existing tenant or subtenant, the “First Offer Space”)affected space shall not be deemed to be Available ROFO Premises. Lessor In the event Landlord intends to market any Available ROFO Premises, Landlord shall notify Lessee in writing provide written notice thereof to Tenant (the “First Offer NoticeNotice of Marketing”) from time on or before the provision of a notice of marketing to time when Lessor proposes any other prospective tenant. 12.1 Within ten business (10) days following its receipt of a Notice of Marketing, Tenant shall advise Landlord in writing whether Tenant elects to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject lease all (not just a portion) of the proposal (“Proposal Space”) Available ROFO Premises and shall set forth the on what terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”)conditions. If Lessee wishes Tenant fails to exercise Lesseenotify Landlord of Tenant’s right of first offer with respect to the subject Proposal Space described in the First Offer Noticeelection within such ten business (10) day period, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Tenant shall be deemed to have elected not to lease the Proposal Space pursuant Available ROFO Premises. 12.2 If Tenant timely notifies Landlord that Tenant elects to lease all of the Available ROFO Premises and of the terms and conditions therefore (“Tenant’s Offer”) (provided that Tenant shall be required to lease the Available ROFO Premises for at least the remainder of the then-current Term), then Landlord shall have ten (10) days after receipt of Tenant’s Offer to respond to Tenant in writing whether Landlord elects to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer. If Landlord notifies Tenant that it desires to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer, then the parties will negotiate in good faith an amendment to the Terms Lease to include the Available ROFO Premises on such terms and conditions, which amendment shall be signed and delivered within twenty (“Declined Proposal Space”). 20) days of Landlord delivering a first draft of such amendment to Tenant, and Landlord will cease marketing the Available ROFO Premises during the pendency of such negotiations. 12.3 If Lessee (a) Tenant notifies Landlord that Tenant elects (or is deemed to have elected) not to lease the Proposal Space pursuant Available ROFO Premises, (b) Tenant fails to notify Landlord of Tenant’s election within the First Offer Notice, then Lessor shall be free ten (10)-day period described above or (c) Landlord declines to lease the Declined Proposal Space that was Available ROFO Premises to Tenant on the subject terms and conditions set forth in Tenant’s Offer, then Landlord shall have the right to consummate a lease of the First Offer Notice Available ROFO Premises to any person other party on any terms and conditions that are acceptable to Landlord. 12.4 Notwithstanding anything in this Article to the contrary, Tenant may not exercise the ROFO during such period of time that Tenant is in financial or entity on economic terms material non-financial default under any provision of the Lease. Any attempted exercise of the ROFO during a period of time in which may Tenant is so in default shall be less favorable thanvoid and of no effect. In addition, or the same as, the Terms offered to Lessee, but Tenant shall not be entitled to exercise the ROFO if Landlord has given Tenant two (2) or more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Nonnotices of a financial or material non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee financial default under the Sublease and may only be exercised if Lessee occupies Lease, whether or not less than seventy-five percent (75%) of the Premises then under defaults are cured, during the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during prior to the Termdate on which Tenant seeks to exercise the ROFO. 12.5 Notwithstanding anything in the Lease to the contrary, Tenant shall not assign or transfer the ROFO, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that an assignment or transfer of the ROFO in connection with a Reincorporation Transaction shall be permitted without Landlord’s consent. 12.6 If Tenant exercises the ROFO, Landlord does not guarantee that the Available ROFO Premises will be available on the anticipated commencement date for the lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFO Premises or for any other reason beyond Landlord’s reasonable control. 12.7 Notwithstanding anything to the contrary, Tenant’s rights under this Article 12 are subject and subordinate to any rights of renewal, extension, offer, refusal or any other rights of any other tenant at the Project as of the Execution Date.

Right of First Offer. Lessor hereby grants (a) In the event CEA shall desire to Lesseeeffect any transfer pursuant to Section 2.3(c)(ii) hereof, then CEA shall deliver to NationsBanc Investment Corporation ("NationsBanc") written notice of CEA's desire to effect such transfer (any such notice delivered hereunder being a right "CEA Notice of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]Intention"), as further outlined on Exhibit C attached hereto accompanied by a copy of a proposal relating to such transfer (the "CEA Transfer Proposal"), setting forth CEA's desire to effect such transfer (which shall be for cash only), the amount and made a part hereof type of securities proposed to be sold (any such securities proposed to be sold under this Section 2.7. being, collectively, the “"CEA Offered Securities") and the price at which CEA proposes to sell the CEA Offered Securities (the "CEA First Offer Space”Price"). Lessor , together with any other material terms reasonably applicable to such CEA Transfer Proposal. (b) Upon receipt of a CEA Notice of Intention, NationsBanc shall notify Lessee in writing (then have the “right to purchase at the CEA First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for leasePrice and on the other terms specified in the CEA Transfer Proposal all of the CEA Offered Securities. The First Offer rights of NationsBanc pursuant hereto shall be exercisable by the delivery of notice to CEA (any such notice delivered pursuant to this Section 5.7 being a "CEA Notice shall describe of Exercise") within 5 business days from the First Offer Space which is the subject date of delivery of the proposal (“Proposal Space”) and CEA Notice of Intention. Such CEA Notice of Exercise shall set forth confirm NationsBanc's acceptance of the terms and conditions (including of the proposed lease term) set forth in the proposal (collectively, the “Terms”)transfer proposal. If Lessee wishes The rights of NationsBanc pursuant to exercise Lessee’s right of first offer with respect to the subject such CEA Transfer Proposal Space described in the First Offer Notice, then shall terminate if unexercised within five (5) business days after receipt following delivery of such CEA Notice of Intention. (c) In the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice event that NationsBanc exercises its rights to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease purchase all of the Proposal Space described Offered Securities in accordance with clause (b) above, then NationsBanc must purchase the Offered Securities from CEA within 5 business days from the date of delivery of the CEA Notice of Exercise relating thereto. (d) For purposes of this Section 2.7, in the First Offer event NationsBanc fails to timely deliver a CEA Notice upon of Exercise on or before the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive fifth business day following delivery of a response from Lessee in writing to Lessor’s First Offer CEA Notice by the Election Date, Lessee of Intention hereunder it shall be deemed to have elected not irrevocably waived its rights under this Section 2.7 with respect to lease the Proposal Space CEA Offered Securities specified in such CEA Notice of Intention. (e) If all notices required to be given pursuant to clause (a) above have been duly given and NationsBanc does not exercise its option to purchase all of the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer NoticeCEA Offered Securities for cash, then Lessor CEA shall be free to lease have the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) right for a period of up to twelve one year from the earlier of (12i) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on expiration of the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space option period with respect to a third party CEA Transfer Proposal and (ii) the date on which CEA received notice from NationsBanc that it will not exercise the terms upon which Lessor then desires options granted pursuant to offer this Section 2.7, to sell the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery CEA Offered Securities at a price of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) 95% of the Premises then CEA First Offer Price, and otherwise on substantially the same terms specified in the CEA Transfer Proposal. (f) Notwithstanding anything to the contrary in this Agreement, the rights and related obligations under the Sublease. Lessee’s right of first offer hereunder this Section 2.7 shall automatically terminate apply solely to a proposed transfer by CEA pursuant to Section 2.3(c)(ii) hereof and have no further effectiveness if Lessee is at such rights and related obligations may not be transferred or assigned by any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termparty.

Right of First Offer. Lessor hereby grants (a) Subject to LesseeSection 2.1, the provisions of this Section 2.2 shall apply to Dispositions by EIF and Rxxxxxx X. Xxxxxxxx or any direct or indirect transferee of EIF or Mx. Xxxxxxxx until the Transition Date. (b) If EIF or Mx. Xxxxxxxx or any direct or indirect transferee of EIF or Mx. Xxxxxxxx (any such Person, a right of first offer with respect "Proposed Transferor") desires to transfer any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets Securities other than (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”i) pursuant to which Lessee shall elect either to (i) lease all of a Public Offering in accordance with any registration rights agreement with the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer NoticeCompany, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms Rule 144, such Proposed Transferor shall first give written notice (“Declined Proposal Space”). If Lessee elects (or is deemed a "Transfer Notice") to have elected) not to lease the Proposal Space pursuant that effect to the Company (which shall forward such notice to the Management Shareholders) and the Evercore Entities containing (A) the number of Securities proposed to be transferred (the "Offered Securities"), and (B) the purchase price (the "Offer Price") which the Shareholder proposes to be paid for the Offered Securities. (i) The First Offer Notice, then Lessor Offeree shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for have a period of up to twelve 15 days after the date of receipt of the Transfer Notice (12the "First Response Period") months; provided, however, if Lessor fails to enter into a lease for accept the Declined Proposal Space on offer made pursuant to the terms that are Transfer Notice to purchase all of the Offered Securities at the Offer Price by delivering written notice of acceptance to the Proposed Transferor within the Allowed Non-Lessee Terms First Response Period. If the First Offeree does not elect to purchase the Offered Securities within the next twelve First Response Period (12or gives notice to the Company and the Evercore Entities prior to the expiration of such period that it will not exercise its rights (a "No Exercise Notice")), the Second Offeree shall have a period of up to 15 days immediately following the earlier of (i) months, or desires the end of the First Response Period and (ii) the receipt of the No Exercise Notice (the "Second Response Period") to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated accept the offer made pursuant to again deliver a First Offer the Transfer Notice to Lessee purchase all of the Offered Securities at the Offer Price by delivering written notice of acceptance to the Proposed Transferor within the Second Response Period. If the Second Offeree does not elect to purchase the Offered Securities within the Second Response Period or delivers a No Exercise Notice prior to leasing the expiration of such space period, the Third Offeree (if, under Section 2.2(c)(ii), there is a Third Offeree) shall have a period of up to a third party on 15 days immediately following the terms upon which Lessor then desires earlier of (i) the end of the Second Response Period and (ii) the receipt of the No Exercise Notice (the "Third Response Period") to accept the offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment made pursuant to the Sublease incorporating into Transfer Notice to purchase all of the Sublease Offered Securities at the Proposal Space Offer Price by delivering written notice of acceptance to the Proposed Transferor within the Third Response Period. The final applicable response period under this Section 2.2(c)(i) (whether it is the Second Response Period or the Third Response Period) is referred to as the "Final Response Period." (ii) (A) If the Proposed Transferor is EIF then: the "First Offeree" means the Evercore Entities, the "Second Offeree" means Rxxxxxx X. Xxxxxxxx (unless he is no longer a member of the Board and Chief Executive Officer of the Company) and the Terms applicable to such Proposal Space"Third Offeree" means the Management Shareholders as a group; if Mx. Lessee’s right of first offer Xxxxxxxx is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) no longer a member of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate Board and have no further effectiveness if Lessee is at any time in default Chief Executive Officer of the Sublease (subject to applicable notice Company, the "Second Offeree" means the Management Shareholders as a group and cure periods, if any) more than twice in any twelve (12) month period during the Termthere shall not be a Third Offeree.

Right of First Offer. Lessor hereby grants (a) From time to Lesseetime after the Fifth Anniversary, if the GGC Entities shall desire to Transfer (other than a Permitted Transfer not made in reliance on this Section 2.2) all (but not less than all) of the Equity Securities held by them, the GGC Entities shall give written notice (the “Valuation Notice”) to the Company and Ample Faith, which Valuation Notice may be delivered prior to the Fifth Anniversary so that the Valuation can be completed as early as the Fifth Anniversary. The Valuation Notice shall state that the GGC Entities desire to value all of the Equity Securities held by them, and shall list three (3) nationally recognized U.S. investment banks acceptable to the GGC Entities to perform a valuation of the Company. Within fifteen (15) days of receiving the Valuation Notice, Ample Faith shall communicate to the GGC Entities its selection of one (1) of the three (3) investment banks listed in the Valuation Notice to perform a valuation of the Company. If Ample Faith fails to communicate a selection within such fifteen (15) day period, the GGC Entities shall select one of the investment banks listed in the Valuation Notice to perform a valuation of the Company. The investment bank so selected shall be engaged at the Company’s expense to determine the Fair Value as of such date during the 30-day period immediately following its engagement, and the Company shall engage such investment bank immediately following its selection and enter into a fee and expense reimbursement agreement with such investment bank consistent with such investment bank’s customary practices; provided that the GGC Entities shall (and the Company shall not be obliged to) engage such investment bank and enter into a standard fee and expense reimbursement agreement in respect of any Valuation Notice delivered by the GGC Entities other than the first Valuation Notice and the second Valuation Notice (but only if the second Valuation Notice is delivered more than two years after the delivery of the first Valuation Notice). (b) During the 30-day period immediately following such determination of Fair Value, the GGC Entities shall have the right of first offer with respect to any space that Lessor determines but not the obligation to offer for lease in to Ample Faith and the Company by written notice (the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in Offer Notice”) the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing right (the “First Offer NoticeRight”) from time to time when Lessor proposes to offer any purchase, within the one hundred fifty (150) days following delivery of such Offer Notice (the “First Offer Space Period”), all the Equity Securities held by the GGC Entities for lease. The a cash payment (the “First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal SpacePrice”) equal to the greater of: (i) the aggregate amount that all GGC Entities would receive in exchange for the shares of Equity Securities held by such holders if an amount equal to such Fair Value were distributed by the Company in complete liquidation pursuant to the rights and shall set forth the terms and conditions (including the proposed lease term) preferences set forth in the proposal Company’s certificate of incorporation as in effect immediately prior to such sale or exchange; and (collectively, ii) the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to Specified Return. (c) Ample Faith or the subject Proposal Space described in Company may at any time during the First Offer Notice, then within five (5) business days after receipt of Period elect irrevocably and unconditionally to exercise the First Offer Notice by Lessee Right. In the event that Ample Faith and the Company fail to elect irrevocably and unconditionally in writing to exercise the First Offer Right within the First Offer Period, neither Ample Faith nor the Company shall be deemed to have exercised the First Offer Right. If the First Offer Right is exercised, the closing of the purchase of the GGC Entities’ Equity Securities shall take place at such time, date and location within the First Offer Period as Ample Faith shall notify the GGC Entities. At such closing (the “Election DateFirst Offer Closing”), Lessee Ample Faith or the Company, as the case may be, shall deliver written notice to Lessor the GGC Entities consideration by wire transfer of immediately available funds to an account indicated by the GGC Entities in an amount equal to the First Offer Price, against delivery of original stock certificates free and clear of all liens and encumbrances (“Lessee’s Election Notice”other than restrictions on transfer imposed by securities laws) pursuant to which Lessee shall elect either to and stock powers duly endorsed in favor of Ample Faith or the Company (or their designee), as the case may be, representing all of the Equity Securities held by the GGC Entities. (d) If (i) lease all of neither Ample Faith nor the Proposal Space described in Company elects to exercise the First Offer Notice upon the Terms set forth in Right during the First Offer NoticePeriod, or (ii) refuse such an election has been made but Ample Faith and the Company fail to lease such space identified in fully consummate the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s Closing within the First Offer Period (the date of occurrence of the first to occur of the foregoing being referred to herein as the “Drag-Along Trigger Date”) then the Offer Notice by will be deemed rescinded as of the Election Date, Lessee Drag-Along Trigger Date and the GGC Entities may at any time thereafter sell all (but not less than all) of their Equity Securities to a Person or may exercise any or all of its rights pursuant to Section 2.5. Nothing in this Section 2.2 shall be deemed to have elected not to lease prevent the Proposal Space GGC Entities from exercising their rights pursuant to the Terms Put Agreement (“Declined Proposal Space”). If Lessee elects including, without limitation, delivering a Put Notice (or is deemed to have electedas defined in the Put Agreement) not to lease the Proposal Space pursuant to at any time during the First Offer NoticePeriod, then Lessor shall be free to lease the Declined Proposal Space that was the subject and any delivery of a Put Notice during the First Offer Notice Period shall be deemed to any person or entity rescind the relevant Offer Notice). (e) The GGC Entities may exercise their rights under this Section 2.2 on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsone occasion; provided, however, if Lessor fails to enter into a lease for however that the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve GGC Entities will not deliver more than one (121) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Valuation Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor Company and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in Ample Faith within any twelve (12) month period during the Termperiod, and any other such delivered Valuation Notice will be void and of no effect.

Right of First Offer. Lessor hereby grants If an Initial Member desires to Lessee, a right of first offer with respect Transfer its Membership Interest in whole but not in part (the “Selling Member”) to any space that Lessor determines third party (other than to offer for lease in a Permitted Transferee of the Selling Member), the Selling Member shall invite the other Initial Member (the “General Atomics Roselle Properties,” defined as properties as Other Initial Member”) to which Lessor has unfettered lease or sublease rights and which are located make a firm offer to purchase such Membership Interest by promptly notifying the Other Initial Member in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets writing of such desire to Transfer such Membership Interest (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelysuch notice, the “First Offer SpaceNotice”). Lessor The Other Initial Member shall notify Lessee have a period of 45 days after delivery of the Offer Notice to provide the Selling Member with a Qualifying Offer. A “Qualifying Offer” means a bona fide firm written offer by the Other Initial Member to purchase all (but not less than all) of the Selling Member’s then outstanding Membership Interest, which offer shall (w) be for a fixed dollar amount, payable solely in writing cash and/or Acceptable Marketable Securities, (x) set forth the material terms and conditions of such offer and the price or method of determining such price (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election DatePrice”), Lessee shall deliver (y) by its terms be open and irrevocable within the Offer Option Period and (z) accompanied by either written notice firm, binding commitments from reputable financial institutions to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, provide financing for such offer or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice representation by the Election DateOther Initial Member that it has sufficient funds on hand (or available through committed, Lessee shall be deemed undrawn borrowing capacity) to have elected not to lease consummate the Proposal Space pursuant transactions contemplated by such offer, in each case to the Terms (“Declined Proposal Space”)Selling Member’s reasonable satisfaction. If Lessee elects (or is deemed to The Selling Member shall have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve 90 days (12the “Offer Option Period”) months; providedafter the receipt of a Qualifying Offer within which to notify the Other Initial Member in writing that it accepts the Qualifying Offer. If the Selling Member gives such written notice accepting the Qualifying Offer within the Offer Option Period then the Other Initial Member shall have up to an additional 60 days after the Selling Member gives such notice to do all things necessary to consummate the transaction, howeverincluding receiving consents and entering into agreements, if Lessor and for the avoidance of doubt during such time the Qualifying Offer shall remain irrevocable by the Other Initial Member. If the Other Initial Member does not make a Qualifying Offer within the requisite 45-day period after delivery of the Offer Notice, or if, having made such an offer (which has been accepted by the Selling Member), the Other Initial Member fails to enter into a lease for the Declined Proposal Space on the terms that are consummate such transaction within the Allowed Non60-Lessee Terms within day period provided above, the next twelve (12) months, or desires to lease Selling Member may secure a bona fide offer for such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to Membership Interest from a third party and Transfer such Membership Interest to such third party at any price and on any terms, provided that such Transfer to the bona fide third party is consummated within 180 days after delivery of a Qualifying Offer or the end of such 60-day period, as applicable. In addition, following delivery of a Qualifying Offer, the Selling Member may secure a bona fide offer for such Membership Interest from a third party and Transfer such Membership Interest to such third party at a price greater than the Offer Price contained in, or is on terms which are otherwise, in the Selling Member’s reasonable judgment, in the aggregate superior to the terms of, the Qualifying Offer, provided that (i) to the extent that the Qualifying Offer and/or such other bona fide offer contemplates the issuance of Acceptable Marketable Securities, then for purposes of determining the price thereof, a reasonable discount shall be applied to such Acceptable Marketable Securities based on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Datecosts associated with liquidating such securities, then Lessor and Lessee shall execute an amendment (ii) such Transfer to the Sublease incorporating into bona fide third party is consummated within 180 days after the Sublease date on which such Qualifying Offer is delivered. To the Proposal Space extent the Selling Member accepts a Qualifying Offer under this Section 9.8 and the Terms applicable Other Initial Member fails to consummate such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) transaction in breach of the Premises then under obligation created by the Sublease. Lessee’s right acceptance of first offer hereunder such offer, the foregoing shall automatically terminate not preclude the Selling Member from seeking from the Other Initial Member money damages and have no further effectiveness if Lessee is at any time in default suitable relief to which it may be entitled as a result of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermOther Initial Member’s breach.

Right of First Offer. Lessor hereby grants 11.1 Any transfer of Ordinary Shares by Stonepeak (other than to Lessee, a right Permitted Transferee) shall be subject to compliance with the provisions of first offer with respect this Clause. 11.2 If Stonepeak wishes to transfer any space that Lessor determines to offer for lease in of its Ordinary Shares (the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]"Sale Shares"), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyStonepeak must first give notice to the Company and, at the “First Offer Space”). Lessor shall notify Lessee same time, offer the Sale Shares to GLNG by giving notice in writing (the “First Offer "Sale Notice”") from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject setting out details of the proposal proposed transfer including: (“Proposal Space”a) the number of Sale Shares; (b) the price (in cash) at which it wishes to sell the Sale Shares (the "Transfer Price"); (c) any other terms and shall set forth conditions of the proposed sale, and inviting GLNG to apply in writing within a period of not less than 20 Business Days for the maximum number of Sale Shares GLNG wishes to buy on the terms and conditions (including the proposed lease term) set forth in the proposal (collectivelySale Notice. 11.3 If GLNG declares its intention to purchase the Sale Shares, Stonepeak shall be obliged to sell and GLNG shall be obliged to purchase the “Terms”)Sale Shares in the amount and on the terms set out in the Sale Notice. On the date specified for completion in the acceptance from GLNG, Stonepeak shall execute and deliver a transfer of the Sale Shares to GLNG in consideration for the Transfer Price. 11.4 If Lessee wishes GLNG does not accept within the time limit set out in the Sale Notice, Stonepeak shall be free, except as provided in Clause 11.6 and subject to exercise Lessee’s right of first offer with respect such transferee executing and delivering to the subject Proposal Space described in Company a Deed of Adherence, to enter into negotiations to sell and otherwise consummate the First Offer Notice, then within five (5) business days after receipt Sale Shares to third parties. Any sale of the First Offer Sale Shares resulting from such negotiations must be concluded within six (6) months from the date of the Sale Notice and the Sale Shares cannot be sold during such period at a lower price than the Transfer Price and/or on other terms that are materially more favourable to such a third party unless Stonepeak has sent a second Sale Notice offering GLNG the Sale Shares on the new terms and otherwise complying with the provisions of Clause 11.2. 11.5 If Stonepeak fails to comply with Clause 11.3: (a) the Chairman of the Company (or, failing him, one of the other directors, or some other person nominated by Lessee (a resolution of the “Election Date”)Board) may, Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to as agent on behalf of Stonepeak: (i) lease complete, execute and deliver in its name all documents necessary to give effect to the transfer of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or relevant Sale Shares; (ii) refuse receive the Transfer Price and give a good discharge for it; and (iii) (subject to lease such space identified the transfers being duly stamped) update the register of members. (b) the Company shall pay the Transfer Price into a separate bank account in the First Offer Notice. If Lessor does not receive Company's name on trust (but without interest) for Stonepeak until it has delivered its certificate(s) for the relevant Sale Shares or an indemnity, in a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant form reasonably satisfactory to the Terms Board, in respect of any lost certificate, together, in either case, with such other evidence (“Declined Proposal Space”). If Lessee elects (or is deemed if any) as the Board may reasonably require to have elected) not prove good title to lease the Proposal Space pursuant those Sale Shares, to the First Offer Notice, then Lessor shall be free Company. 11.6 Stonepeak's right to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space transfer Sale Shares to a third party on under this Clause 11 does not apply if the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer transferee is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Terma FSRU Competitor.

Right of First Offer. Lessor hereby grants [DISCUSS] 4.1 Subject to Lesseeapplicable securities laws, the Purchaser shall have a right of first offer with respect to any space purchase its pro rata share of all Equity Securities (as defined below) that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by RoselleCompany may, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor time, propose to sell and issue after the Effective Date. The Purchaser's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock which the Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of outstanding Preferred Stock or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. 5.2 If the Company proposes to offer issue any First Offer Space for lease. The First Offer Notice Equity Securities, it shall describe give the First Offer Space which is Purchaser written notice of its intention, describing the subject of Equity Securities, the proposal (“Proposal Space”) price and shall set forth the terms and conditions upon which the Company proposes to issue the same. The Purchaser shall have thirty (including 30) days from the proposed lease term) set forth giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice notice by Lessee (the “Election Date”), Lessee shall deliver giving written notice to Lessor the Company and stating therein the quantity of Equity Securities to be purchased. 5.3 If the Purchaser fails to exercise in full the rights of first refusal, the Company shall have ninety (“Lessee’s Election Notice”90) days thereafter to sell the Equity Securities in respect of which the Purchaser's rights were not exercised, at a price and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company's notice to the Purchaser pursuant to which Lessee shall elect either to Section 5.2 hereof. If the Company has not sold such Equity Securities within ninety (i90) lease all days of the Proposal Space described notice provided pursuant to this Section 5.3, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Purchaser in the First Offer Notice manner provided above. 5.4 The rights of first refusal established by this Section 5 shall not apply to, and shall terminate upon the Terms set forth in effective date of the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant registration statement pertaining to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject Company's initial public offering of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termsecurities.

Right of First Offer. Lessor hereby grants In the event the Holder intends to Lesseemake a sale of Registrable Securities, or a right Series of first offer with respect to any space that Lessor determines to offer for lease Related Sales, involving in the “aggregate more than 5,000,000 shares of Common Stock, either pursuant to the Shelf Registration Statement or after termination of the Shelf Registration Statement and before the ROFO Expiration Date, the Holder shall give notice thereof to General Atomics Roselle Properties,” defined as properties as Motors (in addition to which Lessor has unfettered lease or sublease rights and which are located giving a Sale Notice) in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets same manner as herein provided for a Sale Notice (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]a "Large Sale Notice"), as further outlined on Exhibit C attached hereto and made which notice shall state the maximum number of shares the Holder intends to sell (assuming terms of sale acceptable to the Holder are available). After delivery of a part hereof (collectivelyLarge Sale Notice, the “First Offer Space”Holder shall negotiate in good faith with General Motors to sell such Registrable Securities to General Motors in lieu of otherwise selling them and shall not sell Registrable Securities until expiration of the Negotiation Period (as hereinafter defined). Lessor shall notify Lessee in writing (If, by the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject expiration of the proposal (“Proposal Space”) Negotiation Period, General Motors and shall set forth the Holder have not agreed on the terms and conditions (including for the proposed lease term) set forth purchase by General Motors of such Registrable Securities, the Holder shall have the right, subject to the terms of this Agreement, to sell up to that number of Registrable Securities specified in the proposal Large Sale Notice at any time, and at any price, within the ten Trading Days following the termination of the Negotiation Period (collectivelyand without regard of the parties' negotiations during the Negotiation Period). Subject to Section 2.2(b) hereof, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer Holder and General Motors shall negotiate with respect to General Motors' purchase of all or any part of the subject Proposal Space described Registrable Securities designated by the Holder in a Large Sale Notice for a period (the "Negotiation Period") that shall extend (unless they otherwise mutually agree) until not later than 9:30 a.m. on the Trading Day following the giving of a Large Sale Notice or until such earlier time as General Motors advises in the First Offer Notice, then within five (5) business days after receipt of manner provided below the First Offer Notice by Lessee (Holder that it declines to purchase the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space Registrable Securities identified in the First Offer Large Sale Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, that, if Lessor fails (i) the number of shares of Common Stock to enter into a lease for be sold as identified in the Declined Proposal Space on Large Sale Notice exceed 15 million shares or (ii) the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) monthspurchaser in such transaction is before, or desires to lease such space on terms other than tile Allowed Non-Lessee Termswould be after, the transaction a 5% Holder, then Lessor in either case the Negotiation Period shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on extend (unless the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice parties otherwise mutually agree) until not later than 9:30 a.m. on the Election Datefourth Trading Day following the day on which the Large Sale Notice was given. General Motors shall advise the Holder of any such determination to not purchase shares as promptly as practicable. A Large Sale Notice may be given orally but if so given shall be confirmed as soon as practicable in a writing transmitted by e-mail or telecopy as provided in Section 6 hereof. In addition, in the event any Holder prior to the ROFO Expiration Date intends to sell, in accordance with this Section 2.1, or Section 2.2 or 2.3 hereof or otherwise, any shares of Common Stock to any 5% Holder, then Lessor and Lessee Fiat shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) give General Motors notice of the Premises then under the Sublease. Lessee’s right identity of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termsuch 5% Holder.

Right of First Offer. Lessor (a) Landlord hereby grants to LesseeTenant, a the right of first offer with respect to on any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject disposition of the proposal Premises (“Proposal Space”as defined in Section 4.02(c)) excepting those dispositions specified in Section S.6(b) below and shall set forth the terms and conditions subject to Section S.6(c) below. (including the proposed lease termb) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s This right of first offer with respect shall not apply to the subject Proposal Space described following dispositions of the Premises: (i) any dispositions to any person or party who may acquire an interest in the First Offer NoticePremises in the nature of a security interest for a bona fide obligation of any party owning an interest in the Premises or any transferee thereof, whether by way of pledge, collateral agreement, or mortgage, (ii) any person or party who may acquire an interest in the Premises as a result of the enforcement (or transfer in lieu of enforcement) of any bona fide obligation secured by an interest in the Premises, or any transferee thereof, whether by way of purchase at any Sheriff, judicial, or other sale, termination of lease and eviction of the lessee thereunder, or any other remedy to which the holder of said obligation is entitled, (iii) any disposition to a Landlord Affiliate. (iv) a leasehold interest in space in the Building, or (v) any disposition after September 1, 2006. (c) If Landlord shall desire to dispose of (any type of disposition is hereinafter called "sale") the Premises in a transaction not excepted by Section S.6(b), Landlord shall give Tenant written notice to that effect which notice shall specify the price and financial terms ("Landlord's Price and Terms") on which Landlord is willing to sell the Premises. Tenant shall have the right at anytime during the thirty (30) day period following the giving of such notice to give Landlord notice: (i) that Tenant will purchase the Premises at Landlord's Price and Terms, in which event the closing of said purchase shall occur on a date selected by Tenant which date shall be between sixty (60) and ninety (90) days after Tenant gives such notice; (ii) of the price and financial terms ("Tenant's Price and terms") on which Tenant is willing to purchase the Premises and the proposed closing date for said purchase which shall be between sixty (60) and ninety (90) days after the giving of such notice, or (iii) that Tenant waives its right of first offer to purchase the Premises. (d) If Tenant gives the notice stated in Section S.6(c)(ii) then Landlord by written notice to Tenant within five thirty (530) business days after receipt of the First Offer Notice by Lessee (the “Election Date”)Tenant's Notice, Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to either: (i) lease all to sell the Premises at Tenant's Price and Terms, in which event the closing of such sale shall occur on the Proposal Space described in the First Offer Notice upon the Terms closing date set forth in the First Offer NoticeTenant's notice, or or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of sell the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is to Tenant at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Term.Tenant's

Right of First Offer. Lessor hereby grants (a) No Shareholder (a “Transferring Shareholder”) shall Transfer any of its Shares or Subordinated Shareholder Loans to Lesseeany third party, unless it shall have first offered to sell to the other Shareholders such Shares and assign such Subordinated Shareholder Loans by written notice to all the other Shareholders and the Board of Directors. The written notice shall contain a description of the number of Shares offered for sale and the amount and terms of the Subordinated Shareholder Loans offered for assignment, the price sought by the Transferring Shareholder, and any other material information necessary for the other Shareholders to make an informed decision whether to purchase the Shares and/or acquire the Subordinated Shareholder Loans. {PH007005.1} 7 (b) Within thirty (30) days following receipt of the notice from the Transferring Shareholder, each Shareholder shall give written notice to all other Shareholders and the Board of Directors of its decision whether to purchase all or any portion of such Shares and/or assume all or any portion of such Subordinated Shareholder Loans. If the total number of Shares for which Shareholders have exercised such right exceeds the total number of Shares offered, or the total amount of Subordinated Shareholder Loans for which Shareholders have exercised such right exceeds the total amount of Subordinated Shareholder Loans offered, then each Shareholder exercising such right may acquire at least the number of Shares and assume at least the amount of Subordinated Shareholder Loans that bears the same ratio to the total number of Shares or Subordinated Shareholder Loans offered that such Shareholder's Shares or Subordinated Shareholder Loans bear to the total number of Shares or Subordinated Shareholder Loans of all Shareholders exercising such right; provided that should any Shareholder accept less than the number of Shares or amount of Subordinated Shareholder Loans to which it would be entitled under the foregoing, such Shareholder shall be entitled only to the number of Shares or amount of Subordinated Shareholder Loans it has so accepted, and the remaining Shares and Subordinated Shareholder Loans offered for Transfer shall be divided proportionately as above among those Shareholders who have accepted more than the number of Shares or amount of Subordinated Shareholder Loans to which they would be entitled in accordance with the foregoing. (c) Notwithstanding the right of first offer with respect to any space that Lessor determines to offer for lease stated in Section 5.3(a) and (b), in the “General Atomics Roselle Properties,” defined event that the total number of Shares or Subordinated Shareholder Loans accepted in writing as properties as to which Lessor has unfettered lease provided in Section 5.3(b) is less than all of the Shares or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelySubordinated Shareholder Loans offered for Transfer, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to Transferring Shareholder may: (i) lease withdraw in whole or in part its offer to Transfer the number of Shares and amount of Subordinated Shareholder Loans offered; or (ii) Transfer (A) all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer NoticeShares and/or Subordinated Shareholder Loans offered (including those accepted), or (iiB) refuse to lease such space identified in if the First Offer Notice. If Lessor does Transferring Shareholder so determines, only Transfer those Shares or Subordinated Shareholder Loans that were not receive a response from Lessee in writing to Lessor’s First Offer Notice accepted by the Election Dateother Shareholders. In either case, Lessee the Transfer shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space made only to a third party on who is financially responsible and of generally recognized good business repute at terms no more favorable than offered to the Shareholders, after the Transferring Shareholder has notified the other Shareholders of the identity of the proposed purchaser and the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under proposed Transfer, and after the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default Transferring Shareholder has received the consent of the Sublease (subject to applicable notice General Meeting of Shareholders, and cure periods, if any) more than twice in any twelve (12) month period during Government approvals required for the Termproposed Transfer.

Right of First Offer. Lessor Buyer hereby grants agrees to Lessee, grant Seller a right of first offer (the "Right of First Offer") with respect to any space that Lessor determines sale to offer for lease in a Third Party of Eligible Assets pursuant to an Eligible Transaction during the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by RoselleRFO Eligible Period, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth under the terms and conditions set out below. Prior to undertaking any disposal process with Third Parties for the sale of Eligible Assets, Buyer shall send to Seller a written notice (including the "RFO Notice") identifying the Eligible Assets that Buyer intends to sell (the "Relevant Eligible Assets"). Seller shall have thirty days (30) days from the date of the RFO Notice to submit in writing to Buyer a Binding Offer for the acquisition of the Relevant Eligible Assets. During the above thirty (30) day period, Buyer shall give reasonable access to Seller to information essential for Seller to exercise its Right of First Offer. Should Legrand decide not to make available to Seller material confidential information given to the proposed lease term) set forth in Third Party transferees, Seller may be authorised to provide that the proposal (collectivelyterms and conditions of the Binding Offer are subject to a review of the said confidential information. In such a case, Seller must confirm the “Terms”). If Lessee wishes to exercise Lessee’s right acquisition of first offer with respect the Relevant Eligible Assets pursuant to the subject Proposal Space described in Binding Offer within seven (7) days from the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”)said confidential information, Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to failing which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee it shall be deemed to have elected waived its Right of First Offer in respect of the Relevant Eligible Assets. In the event that Seller waives its Right of First Offer (explicitly, or implicitly by failing to submit the Binding Offer within the above time period), Buyer shall be free to sell the Relevant Eligible Assets to any Third Party of its choice with no restriction whatsoever. If, within six (6) months from the date Seller has waived its Right of First Offer or from the date Seller has submitted a Binding Offer, Buyer does not to lease enter into an agreement with a Third Party for the Proposal Space pursuant sale of the Relevant Eligible Assets, the rights of Seller hereunder with respect to the Terms Relevant Eligible Assets shall be reinstated and the above-mentioned procedure will need to be repeated by Buyer (“Declined Proposal Space”provided that the transfer of the Relevant Eligible Assets takes place within the RFO Eligible Period). If Lessee elects In the event that Buyer notifies Seller of its acceptance of the Binding Offer within two (2) months of the Binding Offer, Seller and Buyer shall as soon as possible (and in any event no later than fifteen (15) days from acceptance by Buyer of the Binding Offer) enter into an agreement for the acquisition of the Relevant Eligible Assets under the terms and conditions of the Binding Offer. Buyer shall not be permitted to complete the sale of the Relevant Eligible Assets with a Third Party (other than Seller): • before the expiry of the above thirty day (30) time period following the receipt by Seller of the RFO Notice; and • if a Binding Offer has been submitted by Seller as provided above, for a price (taking into account any price adjustment or any vendor's loan) which is less or equal than the price offered by Seller under the Binding Offer (if the price offered by the Third Party is in whole or in part in Cash Equivalent, the equivalent in cash shall be determined on the basis of the Market Value of the Cash Equivalent). It is hereby specified that the above restrictions shall cease to have any effect after the RFO Eligible Period, unless a RFO Notice has been submitted to Seller more than six (6) months after the beginning of the RFO Eligible Period and Buyer has submitted a Binding Offer within the above thirty (30) day time period, in which case the above restrictions will continue to apply for a period of six (6) months after the day the RFO Notice is submitted and in no event later than three (3) months after the RFO Eligible Period. In the event that any person, or group of persons acting in concert, acquire the control of Seller, Seller shall cease to benefit from the Right of First Offer with immediate effect (including with respect to Eligible Transactions for which the procedure has been commenced at the time the control is changed). For the purpose hereof, the control of Seller is deemed to have electedbeen acquired at the time the control (as defined by section L. 233-3 of the French Commercial Code, except for paragraph III) not is effectively acquired by any person (or group of persons acting in concert) and also at the time the board of directors of Seller (or any relevant management body) recommends a tender offer made by a person or a group of persons acting in concert. It is hereby specified that the above Right of First Offer shall apply only to lease the Proposal Space sale of Relevant Eligible Assets to a Third Party pursuant to an Eligible Transaction during the RFO Eligible Period, it being further specified that the Right of First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment apply to the Sublease incorporating into extent that the Sublease Right of First Refusal applies. For the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right purpose of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Term.this section 8.5: •

Right of First Offer. Lessor hereby grants (a) No Stockholder shall Transfer any of its Stockholder Shares, unless such Stockholder proposing to LesseeTransfer such Stockholder Shares (the “Transferring Stockholder”) shall first have delivered a written offer (a “Sale Offer”) to the ROFO Offerees offering to Transfer to the ROFO Offerees the Transferring Stockholder’s Stockholder Shares identified in the Sale Offer (the “Offered Shares”) on the terms set forth therein. The Sale Offer shall specify (i) that such Transferring Stockholder desires to Transfer all or a portion of its Stockholder Shares (and the amount of such portion), (ii) the proposed sale price of the Offered Shares (the “Sale Price”) and (iii) any other material terms and conditions of the proposed Transfer. Upon delivery of a Sale Offer, such Sale Offer shall be irrevocable unless and until the right of first offer provided for herein shall have been waived by the each ROFO Offeree or shall have expired in accordance with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets terms hereof. (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made b) Within ten (10) Business Days following its receipt of a part hereof (collectively, the “First Sale Offer Space”). Lessor shall notify Lessee in writing (the “First Offer NoticePeriod”), each ROFO Offeree shall have the right to deliver a written notice (the “Offer to Purchase”) from time to time when Lessor proposes the Transferring Stockholder agreeing (i) to purchase the number of Offered Shares up to its Adjusted Percentage Ownership (excluding for the purposes of this calculation Stockholder Shares held by Stockholders who are not ROFO Offerees) of the total number or amount of Offered Shares and (ii) to offer any First Offer Space to purchase up to its Adjusted Percentage Ownership (excluding for lease. The First Offer Notice shall describe the First Offer Space which is the subject purposes of this calculation Stockholder Shares held by Stockholders who are not ROFO Offerees) of the proposal Offered Shares not subscribed for by ROFO Offerees (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”as further described below). If Lessee wishes Any Offered Shares not purchased by a ROFO Offeree shall be deemed to exercise Lessee’s right be re-offered to and accepted by the ROFO Offerees exercising their options specified in clause (ii) of first offer the immediately preceding sentence with respect to the subject Proposal Space lesser of (x) the amount specified in their respective Offer to Purchase and (y) an amount equal to their respective Adjusted Percentage Ownership (excluding for the purposes of this calculation Stockholder Shares held by Stockholders who are not ROFO Offerees and those held by ROFO Offerees who have not exercised their option specified in clause (ii) of the immediately preceding sentence) with respect to such deemed re-offer. Such deemed re-offer and acceptance procedures described in the First immediately preceding sentence shall be deemed to be repeated until either (i) all of the Offered Shares are accepted by the ROFO Offerees or (ii) no ROFO Offeree desires to subscribe for more of the Offered Shares. The Transferring Stockholder shall notify (the “Offer Final Notice, then ”) each ROFO Offeree within five (5) business Business Days following the expiration of the Offer Period of the number of Offered Shares which such ROFO Offeree has agreed to purchase pursuant to the foregoing. (c) Following receipt of an Offer to Purchase, the ROFO Offerees and the Transferring Stockholder shall consummate the transaction contemplated by the Sale Offer within thirty (30) days after receipt of the First Offer Notice by Lessee Final Notice. At the closing of such Transfer, the ROFO Offerees and the Transferring Stockholder shall execute such documents as are otherwise necessary or appropriate to effectuate the Transfer. (d) If no Offer to Purchase has been timely delivered under Section 2.2(b) or the “Election Date”), Lessee shall deliver written notice ROFO Offerees have agreed to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease purchase less than all of the Proposal Space described in Offered Shares, the First Transferring Stockholder shall be permitted to Transfer all, but not less than all, of the Offered Shares not subject to an Offer Notice upon to Purchase on the Terms terms and conditions set forth in the First Sale Offer Notice(a “Third Party Sale”), subject to compliance with Section 2.1(c) hereof; provided, that such Third Party Sale is consummated within sixty (60) days after the earlier to occur of (x) the waiver by all of ROFO Offerees of their option to purchase Offered Shares and (y) the expiration of the ten (10) Business Day period permitted for delivery of the Offer to Purchase; provided further that such sixty (60) day period shall be extended to the extent required to allow compliance with the time periods set forth in Section 2.4. If such Third Party Sale is not consummated within such sixty (60) day period (including any permitted extensions thereof) for any reason, then the restrictions provided for in this Section 2.2 shall again become effective, and no Transfer of Offered Shares may be made thereafter by the Transferring Stockholder without again offering the same to the ROFO Offerees in accordance with this Section 2.2. (e) The restrictions set forth in this Section 2.2 shall not apply to any Transfer of Stockholder Shares (i) by a Stockholder (A) that is a natural person, to a Permitted Family Transferee of such Stockholder, or (B) that is not a natural Person, to an Affiliate of such Stockholder, or (ii) refuse pursuant to lease Sections 2.4(c), 2.5 and 2.6. (f) Each Stockholder acknowledges with respect to any purchase or sale of Offered Shares with any Committee Holder (or any of its Affiliates) that is entitled to designate one or more members of the Board of Directors (the “Counterparty”) that (i) no Counterparty has made any representation or warranty, express or implied, regarding the Company; and (ii) a Counterparty may have, or may come into possession of, information with respect to the Offered Shares, the Company or the Company’s Affiliates that may constitute material non-public information or information that is not known to such space identified Stockholder and that may be material to a decision to the purchase or sale of Offered Shares (collectively, “Counterparty Excluded Information”), and that such Counterparty is not at liberty to disclose such information. A Counterparty shall have no liability to any Stockholder with respect to the nondisclosure of Counterparty Excluded Information. Such Stockholder irrevocably and unconditionally waives and releases the Counterparty and its Affiliates from all claims (whether for damages, rescission or any other relief), that it might have against the Counterparty whether under applicable securities laws or otherwise, with respect to the nondisclosure of Counterparty Excluded Information in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Dateconnection with such purchase or sale transaction, Lessee shall be deemed to have elected and such Stockholder has agreed not to lease solicit or encourage, directly or indirectly, any other person to assert such a claim. Such Stockholder further confirms that it understands the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject significance of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termforegoing waiver.

Right of First Offer. Lessor hereby Landlord grants to Lessee, Tenant a right of first offer with respect to any space each Property; provided that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s this right of first offer with respect is null, void and of no effect whatsoever if at the time of the Landlord’s intent to sell a Property the subject Proposal Space described Tenant is in default of any of the First Offer Noticeprovisions of this Lease. If Landlord intends to sell a Property (“Sale Property”), then within Landlord shall submit to Tenant a proposal (“Proposal”) setting forth the proposed purchase price and other material terms of the proposed sale. Tenant shall have five (5) business days after receipt to elect to accept the terms of the First Offer Notice by Lessee Proposal, in which case Landlord and Tenant shall enter into a purchase agreement providing for a closing within ninety (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee90) days of Tenant’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all acceptance of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease and such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant other terms as are mutually acceptable to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) monthsparties; provided, however, if Lessor Tenant acknowledges and agrees: (i) Landlord shall deliver to Tenant a special warranty deed in the form customarily used in connection with commercial real property transactions in the state in which the Sale Property is situated, which shall be subject only to: (i) matters of record; (ii) such additional matters as specifically consented to by Tenant; (iii) anything of record or not of record that in any way affects title to the Sale Property resulting from the acts or omissions of Tenant and matters that would be shown by a then current inspection or survey of the Sale Property. Landlord shall execute such documents as shall be required to deliver good and marketable title to the Sale Property (subject to the foregoing matters) to Tenant in form and substance reasonably satisfactory to the title company; (ii) The Sale Property shall be conveyed by Landlord to Tenant “AS IS, WHERE IS, WITH ALL FAULTS,” in such condition as the same may be on the closing of the transaction, without any representations or warranties by Landlord except customary representations and warranties pertaining to Landlord’s quality of title, Landlord not having encumbered or sold, or granted any option or other rights with respect to the sale of, the Property and the due authorization, execution and delivery of such documents; and (iii) This Lease shall be amended to delete the Sale Property from the Property List effective on the date upon which fee simple interest is vested in Tenant, and the parties thereafter shall be released from all liabilities and obligations under this Lease with respect to the Sale Property, with the exception of those obligations that survive the expiration or earlier termination of the Lease. This Lease shall continue in full force and effect with respect to the remaining Properties; provided, however, Base Monthly Rent shall be adjusted by the Individual Building Rent allocated to the Sale Property. If Tenant elects not to accept the Proposal or fails to enter into a lease for make an election within such thirty (30) days, Landlord may sell the Declined Proposal Space Sale Property in accordance with the terms of the Proposal. If Landlord fails to sell the Sale Property within one (1) year following Tenant’s election or deemed election to not purchase the Sale Property, or if Landlord intends to sell the Sale Property on the terms that are within the Allowed Non-Lessee Terms within the next twelve materially less favorable to Landlord (12) months, or desires to lease such space on terms other it being agreed that any price lower than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventyninety-five percent (7595%) of the Premises then under price set forth in the Sublease. Lessee’s Proposal shall be deemed materially less favorable), Landlord shall re-offer the Sale Property to Tenant on such less favorable terms pursuant to the terms of this right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Term.offer. 28. GENERAL PROVISIONS

Right of First Offer. Lessor hereby grants 18.5.1 If an Interest Holder (a “Transferor”) desires to Lessee, a right of first offer with respect to any space that Lessor determines to offer for lease in transfer his interest (the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]Transferor Interest”), as further outlined on Exhibit C attached hereto and made a part hereof the Transferor shall notify the Company of that desire (collectively, the “First Offer SpaceTransfer Notice”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Transfer Notice shall describe the First Offer Space which is Transferor Interest. The Company shall have the option (the “Company Purchase Option”) to purchase the Transferor Interest subject to approval by a majority of the proposal Class A Members. The purchase price (the “Proposal SpacePurchase Price”) for the Transferor Interest shall be the fair market value thereof as mutually agreed between the Transferor (or his or her successor in interest) and shall set forth the terms and conditions Manager (including the proposed lease term) set forth in “Agreed Value”), as of the proposal (collectivelylast day of the month immediately preceding the Transfer Notice; provided that if such parties cannot agree as to Agreed Value, the purchase price shall be the fair market value of the Transferor Interest as determined by an appraisal (the “TermsAppraised Value”). If Lessee wishes to exercise Lessee’s right of first offer ) determined by an appraiser with respect to the subject Proposal Space described in the First Offer Notice, then within at least five (5) business years of experience in the valuation of restaurant businesses, which appraiser shall elected by mutual agreement by the Manager and the Transferor within twenty-one (21) days after receipt of the First Offer Notice failure of the parties to agree as to an Agreed Value. The determination of Appraised Value by Lessee the appraiser shall be conclusive and binding on the parties. The Transferor and the Manager shall each bear fifty percent (50%) of the costs of the appraiser. 18.5.2 The Company Purchase Option shall be and remain irrevocable for a period (the “Election DateTransfer Period”)) ending at 11:59 P.M., Lessee shall deliver local time at the Company’s principal office on the thirtieth (30th) day following the Transfer Notice is given to the Company. 18.5.3 At any time during the Transfer Period, the Company may elect to exercise the Company Purchase Option by giving written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant its election to the Terms (“Declined Proposal Space”)Transferor. If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but The Transferor shall not be more economically favorable by deemed a Member for the purpose of voting on whether the Company shall elect to exercise the Company Purchase Option. 18.5.4 If the Company elects to exercise the Company Purchase Option, the Company’s notice of its election shall fix a closing date (the “Transfer Closing Date”) for the purchase, which shall not be earlier than five (5) days after the date of the notice of election or more than five percent thirty (5%30) than days after the Terms offered expiration of the Transfer Period. 18.5.5 If the Company elects to Lessee exercise the Company Purchase Option, the Purchase Price shall be paid in cash on the First Offer Notice (“Allowed Non-Lessee Terms”) Transfer Closing Date. 18.5.6 If the Company fails to exercise the Company Purchase Option during the Transfer Period, the Transferor shall be permitted to offer and sell for a period of up to twelve ninety (1290) months; provided, however, if Lessor fails to enter into days (the “Free Transfer Period”) at a lease for price not less than the Declined Proposal Space on Purchase Price. If the terms that are Transferor does not Transfer the Transferor Interest within the Allowed Non-Lessee Terms within Free Transfer Period, the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises LesseeTransferor’s right to lease Transfer the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor Transferor Interest pursuant to this Section shall cease and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) terminate. 18.5.7 Any Transfer of the Premises then under Transferor Interest made after the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default last day of the Sublease (subject to applicable notice Free Transfer Period or without strict compliance with the terms, provisions, and cure periodsconditions of this Section and other terms, if any) more than twice in any twelve (12) month period during the Termprovisions, and conditions of this Agreement, shall be null, void, and of no force or effect.

Right of First Offer. Lessor hereby grants If any Stockholder proposes to Lesseesell (the “Selling Stockholder”) any Securities, other than a sale to a Permitted Transferee, the Selling Stockholder shall first offer such Securities to the Significant Stockholders (other than such Stockholder) (the “Non-Selling Significant Stockholders”) and to the Company upon the following terms: (a) The Selling Stockholder shall give the Non-Selling Significant Stockholders and the Company prompt written notice (the “Notice of Intent”) of its intent to sell such Securities, which notice shall include the number of Securities proposed to be Transferred (the “Offered Securities”), the price and other proposed terms (which shall not be inconsistent with the terms of this Agreement) on which the Selling Stockholder proposes to Transfer the Offered Securities, which may provide that it may be accepted by the Company and the Non-Selling Significant Stockholders (in the aggregate) on an all or nothing basis (an “All or Nothing Sale”). (b) The Company and the Non-Selling Significant Stockholders shall have the exclusive right for a period of thirty (30) business days from the date on which the Notice of Intent was given (the “Exclusivity Period”) to make a firm offer to purchase all or a portion of such Offered Securities at the purchase price and terms stated in the Notice of Intent. (c) The Company shall have the first priority to accept all or any portion of the Offered Securities at the purchase price and on the terms stated in the Notice of Intent in respect of any such purchase during the first ten (10) business days of the Exclusivity Period (the “Company Acceptance Period”). Such acceptance shall be made by delivering a written notice to the Selling Stockholder and each of the Non-Selling Significant Stockholders within the Company Acceptance Period. Notwithstanding the foregoing, (i) if the Selling Stockholder is a current or former Company employee whose employment commenced prior to the date of the Merger, then the holders of the Series B Preferred Stock and the Series B-1 Preferred Stock shall have the first priority to accept all or any portion of the Offered Securities at the purchase price and on the terms stated in the Notice of Intent in respect of any such purchase, and in such event, the terms of Section 4(d) shall apply to the holders of Series B Preferred Stock and the Series B-1 Preferred Stock as though the Company rejected or failed to accept all the Offered Securities and thereafter if the holders of Series B Preferred Stock and the Series B-1 Preferred Stock do not purchase all such Offered Securities, Section 4(c) and 4(d) shall operate in accordance with their terms and the Company shall have the next priority to purchase such Offered Securities, and (ii) if the Selling Stockholder is a current or former BridgeCom employee whose employment commenced prior to the date of the Merger (a “BridgeCom Employee”), then the holders of the Series A Preferred Stock and the Series A-1 Preferred Stock shall have the first priority to accept all or any portion of the Offered Securities at the purchase price and on the terms stated in the Notice of Intent in respect of any such purchase, and in such event, the terms of Section 4(d) shall apply to the holders of Series A Preferred Stock and the Series A-1 Preferred Stock as though the Company rejected or failed to accept all the Offered Securities and thereafter if the holders of Series A Preferred Stock and the Series A-1 Preferred Stock do not purchase all such Offered Securities, Section 4(c) and 4(d) shall operate in accordance with their terms and the Company shall have the next priority to purchase such Offered Securities. (d) If the Company does not accept all or any portion of the Offered Securities by the expiration of the Company Acceptance Period, then (i) the Company is required to notify in writing the Selling Stockholder and each of the Non-Selling Significant Stockholders of its rejection or failure to accept all or any portion of the Offered Securities and (ii) upon the earlier of the expiration of (A) the Company Acceptance Period or (B) the giving of such written notice of rejection or failure to accept all or any portion of the Offered Securities, each Non-Selling Significant Stockholder who is a Preferred Stockholder (each a “Non-Selling Preferred Significant Stockholder”) who is willing to purchase all or any portion of the Offered Securities shall have the right and option for a period of ten (10) days after the end of the Company Acceptance Period (the “Preferred Acceptance Period”), to accept all or any portion of the Offered Securities so offered and not accepted by the Company (the “Company Refused Securities”) at the purchase price and on the terms stated in the Notice of Intent, provided, however, that, if the Notice of Intent contemplated an All or Nothing Sale, the Non-Selling Preferred Significant Stockholders, in the aggregate, may only accept, during the Preferred Acceptance Period, all, but not less than all, of the Offered Securities, at the purchase price and on the terms stated in the Notice of Intent. Each Non-Selling Preferred Significant Stockholder shall accept all or any portion of the Offered Securities by delivering written notice to the Company and the Selling Stockholder specifying the maximum number of shares such Non- Selling Preferred Significant Stockholder will purchase (the “Preferred Offer Securities”). If, upon the expiration of the Preferred Acceptance Period, the aggregate amount of the Preferred Offer Securities exceeds the amount of Company Refused Securities, the Company Refused Securities shall be allocated among the Non-Selling Preferred Significant Stockholders as follows: (i) First, each Non-Selling Preferred Significant Stockholder shall be entitled to purchase no more than its Proportionate Percentage of the Company Refused Securities; (ii) Second, if any amount of Company Refused Securities has not been allocated for purchase pursuant to (i) above (the “Preferred Remaining Securities”), each Non-Selling Preferred Significant Stockholder (an “Oversubscribed Preferred Stockholder”) which had offered to purchase an amount of Company Refused Securities in excess of the amount of Securities allocated for purchase to it in accordance with previous allocations of such shares of Company Refused Securities, shall be entitled to purchase an amount of Preferred Remaining Securities equal to no more than its Proportionate Percentage (treating only Oversubscribed Preferred Stockholders as Non-Selling Significant Preferred Stockholders for these purposes) of the Preferred Remaining Securities; and (iii) Third, the process set forth in (ii) above shall be repeated with respect to any amounts of Company Refused Securities not allocated for purchase until all shares of Company Refused Securities are allocated for purchase; provided that no Non-Selling Preferred Significant Stockholder shall be allocated Securities in excess of such Non-Selling Preferred Significant Stockholder’s Preferred Offer Securities. (e) If the Non-Selling Preferred Significant Stockholders do not accept all or any portion of the Offered Securities by the expiration of the Preferred Acceptance Period, then (i) each Non-Selling Preferred Stockholder is required to notify in writing the Selling Stockholder and each of the Non-Selling Significant Stockholders of the Non-Selling Preferred Significant Stockholder’s rejection or failure to accept all or any portion of the Offered Securities and (ii) upon the earlier of the expiration of (A) the Preferred Acceptance Period or (B) the giving of such written notice of rejection or failure to accept all or any portion of the Offered Securities, each Non-Selling Significant Stockholder who is not a Preferred Stockholder (each a “Remaining Non-Selling Significant Stockholder”) who is willing to purchase all or any portion of the Offered Securities shall have the right and option until the end of the Exclusivity Period, to accept all or any portion of the Offered Securities so offered and not accepted by the Non-Selling Preferred Significant Stockholders (the “Preferred Refused Securities”) at the purchase price and on the terms stated in the Notice of Intent, provided, however, that, if the Notice of Intent contemplated an All or Nothing Sale, the Remaining Non-Selling Significant Stockholders, in the aggregate, may only accept, during the Exclusivity Period, all, but not less than all, of the Offered Securities, at the purchase price and on the terms stated in the Notice of Intent. Each Remaining Non-Selling Significant Stockholder shall accept all or any portion of the Offered Securities by delivering written notice to the Company and the Selling Stockholder specifying the maximum number of shares such Remaining Non-Selling Significant Stockholder will purchase (the “Offer Securities”). If, upon the expiration of the Exclusivity Period, the aggregate amount of the Offer Securities exceeds the amount of Preferred Refused Securities, the Preferred Refused Securities shall be allocated among the Remaining Non-Selling Significant Stockholders as follows: (i) First, each Remaining Non-Selling Significant Stockholder shall be entitled to purchase no more than its Proportionate Percentage of the Preferred Refused Securities; (ii) Second, if any amount of Preferred Refused Securities has not been allocated for purchase pursuant to (i) above (the “Remaining Securities”), each Remaining Non-Selling Significant Stockholder (an “Oversubscribed Stockholder”) which had offered to purchase an amount of Preferred Refused Securities in excess of the amount of Securities allocated for purchase to it in accordance with previous allocations of such shares of Preferred Refused Securities, shall be entitled to purchase an amount of Remaining Securities equal to no more than its Proportionate Percentage (treating only Oversubscribed Stockholders as Remaining Non-Selling Significant Stockholders for these purposes) of the Remaining Securities; and (iii) Third, the process set forth in (ii) above shall be repeated with respect to any amounts of Preferred Refused Securities not allocated for purchase until all shares of Preferred Refused Securities are allocated for purchase; provided that no Remaining Non-Selling Significant Stockholder shall be allocated Securities in excess of such Remaining Non-Selling Significant Stockholder’s Offer Securities. (f) If effective acceptance shall not have been received pursuant to Sections 4(a)-4(e) above with respect to all of the Offered Securities, and the Selling Stockholder receives an offer from a third party for the Offered Securities on terms and conditions that it deems acceptable (but at a price not less than the price and on terms not more favorable to the purchaser thereof than the price and terms stated in the Notice of Intent), the Selling Stockholder may sell the Offered Securities to such third party, provided that such sale takes place within one hundred and twenty (120) days after the expiration of the Exclusivity Period (the “Sale Period”). To the extent the Selling Stockholder Transfers all or any portion of the Offered Securities during the Sale Period, the Selling Stockholder shall promptly notify the Company, and the Company shall promptly notify the Non-Selling Significant Stockholders, as to (i) the number of Securities, if any, that the Selling Stockholder then owns, (ii) the number of Securities that the Selling Stockholder has Transferred, (iii) the terms of such Transfer and (iv) the name of the owner(s) of any Securities Transferred. If no such sale occurs during the Sale Period, any attempted sale of such Securities shall be subject to the right of first offer with respect to any space that Lessor determines to offer for lease in by the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) Non-Selling Significant Stockholders set forth in the proposal this Section 4. (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right g) All Transfers of first offer with respect Offered Securities to the Company and/or the Non-Selling Significant Stockholders subject Proposal Space described in to this Section 4 shall be consummated contemporaneously at the First Offer Notice, then principal offices of the Company on the later of (i) a mutually satisfactory business day within five (5) business 15 days after receipt the expiration of the First Offer Notice by Lessee Exclusivity Period or (ii) the fifth business day following the expiration or termination of all waiting periods under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“Election DateHSR”), Lessee applicable to such Transfer, or at such other time and/or place as the parties to the Transfer may agree. The certificates or other instruments evidencing such Offered Securities shall deliver written notice be duly endorsed for transfer and delivered on such closing date against payment of the purchase price for such Offered Securities, together with all other documents which are necessary to Lessor effect such Transfer. (“Lessee’s Election Notice”h) pursuant to which Lessee The requirements of this Section 4 shall elect either not apply to (i) lease all any Transfer to which compliance with this Section 4 is waived in accordance with Section 33 of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, this Agreement or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space any Transfer pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (Section 6.1 or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject 6.2 of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termthis Agreement.

Right of First Offer. Lessor hereby grants (a) If Investor proposes to Lessee, Transfer any of its Membership Interest (a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]ROFO Interest”), as further outlined on Exhibit C attached hereto and made the Investor shall first deliver a part hereof written offer (collectively, an “Offer”) to Sponsor offering to sell the “First Offer Space”). Lessor shall notify Lessee in writing ROFO Interest to Sponsor for a specified cash purchase price (the “First Offered Price”), which Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the material terms of the sale (the “Offered Terms”). The Offer shall also set forth the notice information for Investor and conditions the date on which it terminates (including the proposed lease term“Offer Termination Date”); provided that the Offer Termination Date shall not be fewer than 20 days after the date the last Offer is delivered to Sponsor in accordance with this Section 10.4(a). The Offer shall be irrevocable by Investor from the date of delivery through 5:00 p.m. (New York City time) on the Offer Termination Date, unless the irrevocability of the Offer is earlier waived by Sponsor. (b) Sponsor shall have the right, but not the obligation, to accept the Offer by electing to purchase all, but not less than all, of the ROFO Interest at the Offered Price and on the Offered Terms. To be effective, each such election must be made in writing and delivered to Investor in accordance with the notice information set forth in the proposal Offer prior to 5:00 p.m. (collectivelyNew York City time) on the Offer Termination Date (unless the offer becomes revocable in accordance with Section 10.4(a) and is revoked prior to such time, the “Terms”in which case delivery must be made prior to revocation). If Lessee wishes Sponsor elects to exercise Lessee’s right purchase the entire ROFO Interest, Investor and Sponsor shall close the sale of first offer the ROFO Interest for the Offered Price and on the Offered Terms within 30 days after the Offer Termination Date. If Sponsor does not timely elect to purchase the entire ROFO Interest, or if such election is made, but the closing with respect to the subject Proposal Space described in entire ROFO Interest does not occur within the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice 30-day period required by Lessee (the “Election Date”this Section 10.4(b), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which Investor may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up 90 days following the Offer Termination Date or the expiration of the 30-day closing period, as applicable, Transfer all, but not less than all, of the ROFO Interest to twelve (12) months; provided, however, if Lessor fails to enter into a lease any Person for purchase price consideration that is no less than the Declined Proposal Space Offered Price and on the terms that are within no more favorable to the Allowed Non-Lessee Terms within transferee than the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Offered Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right no transfer of the ROFO Interest is made pursuant to lease the First Offer Space as set forth herein including this Section 10.4(b), any subsequent proposal by delivery Investor to transfer any of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee its Membership Interest shall execute an amendment again be subject to the Sublease incorporating into the Sublease the Proposal Space provisions of this Section 10.4. (c) This Section 10.4, and the Terms applicable rights of Sponsor under this Section 10.4 shall not apply to such Proposal Space. Lessee’s right any Transfer by Investor of first offer is personal all or any portion of its Membership Interests to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) an Affiliate of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermInvestor.

Right of First Offer. Lessor hereby grants (a) At any time before the Termination Date, if any Stockholder (the "Offeror") proposes to LesseeTransfer any Shares other than to a member of the Group of such Stockholder, a right the Offeror shall, before such Transfer, deliver to the Company an offer (the "First Offer") to Transfer such Shares upon the terms set forth in this Section. The First Offer shall state that the Offeror proposes to Transfer Shares and specify the number of first offer with respect to any space that Lessor determines to offer for lease in Shares (the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights "Offered Shares") and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets terms (including without limitation purchase price) of the building located at 0000 Xxxxxxx Xxxxxx [Building 67])proposed Transfer. The First Offer shall remain open and irrevocable for a period of 30 days (the "First Acceptance Period") from the date of its delivery. The Company may accept the First Offer and purchase all, as further outlined on Exhibit C attached hereto and made but not a part hereof part, of the Offered Shares by delivering to the Offeror a notice in writing within the First Acceptance Period. (collectivelyb) If the Company shall decline to purchase the Offered Shares pursuant to the First Offer, the “First Offeror shall deliver to the Major Stockholders an offer (the "Second Offer") to Transfer such Shares upon the terms set forth in this Section. The Second Offer Space”)shall state that the Offeror proposes to Transfer Shares and specify the number of Offered Shares and the terms (including purchase price) of the proposed Transfer. Lessor The Second Offer shall notify Lessee remain open and irrevocable for a period of 30 days (the "Second Acceptance Period") from the date of its delivery. (c) Each Major Stockholder may accept the Second Offer and purchase all, but not a part, of the Offered Shares by delivering to the Offeror a notice in writing (the “"Acceptance Notice") within the Second Acceptance Period. If more than one Acceptance Notice is received by the Offeror, the Offered Shares shall be allocated among the Major Stockholders that delivered an Acceptance Notice PRO RATA in accordance with their Pro Rata Amounts. (d) The Transfer of Offered Shares to the Company or, if the Company has not exercised its rights to purchase the Offered Shares, to the Major Stockholders to the extent they exercised their rights under this Section, shall be made on a business day, as designated by the Offeror, not less than 10 and not more than 30 days after expiration of the First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe Acceptance Period or the Second Acceptance Period, as applicable, on those terms and conditions of the First Offer Space which and the Second Offer not inconsistent with this Section. (e) If the Company has not exercised its rights to purchase the Offered Shares and if no Acceptance Notice is received by the subject of Offeror within the proposal (“Proposal Space”) and shall set forth Second Acceptance Period, the Offeror may Transfer the Offered Shares on the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (and the “Election Date”), Lessee shall deliver written notice Second Offer to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all any Third Party within 60 days after expiration of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer NoticeSecond Acceptance Period. If Lessor does such Transfer is not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same asmade within such 60-day period, the Terms offered to Lessee, but restrictions provided for in this Section shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Termbecome effective.

Right of First Offer. Lessor hereby grants (a) If Technest desires to Lessee, a right of first offer with respect to sell any space that Lessor determines to offer equity securities for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the “First Offer Space”). Lessor shall notify Lessee in writing capital raising purposes (the “First Offer Proposed Financing”) within twelve months of the date of this Agreement (other than pursuant to its 2006 Stock Award Plan or in connection with lease financing, settlement of litigation, strategic transactions, mergers or acquisitions), Technest shall first deliver written notice of its desire to do so (the “Notice”) from time to time when Lessor proposes to offer any First Offer Space for leaseSouthridge, in the manner prescribed in Section 14 of this Agreement. The First Offer Notice shall describe in reasonable detail the First Offer Space which proposed material terms of such Proposed Financing, the amount of proceeds intended to be raised thereunder and shall include a term sheet or similar document relating thereto as an attachment, if such document is available. (b) Southridge shall have the subject first option to purchase all or part of the proposal (“Proposal Space”) equity securities offered in the Proposed Financing for the consideration per share and shall set forth on the terms and conditions (including the proposed lease term) set forth specified in the proposal (collectivelyNotice. Southridge must exercise such option, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within no later than five (5) business days after receipt of the First Offer such Notice by Lessee is deemed (the “Election DateOffer Period”)) under Section 14 hereof to have been delivered to it, Lessee shall deliver by written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all the Chief Financial Officer of Technest. If Technest receives no notice from Southridge as of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Noticeclose of business on such fifth business day, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee then Southridge shall be deemed to have elected notified Technest that it does not exercise its option. (c) In the event that Southridge duly exercises its option to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (purchase all or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject part of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or equity securities offered in the same asProposed Financing, the Terms offered to Lessee, but closing of such purchase shall not be more economically favorable by more than five percent (5%) than take place at the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period offices of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not Technest no later than the Election Datedate thirty (30) days after the expiration of such 5-day period. (d) If Southridge does not exercise its option to purchase all or part of equity securities of the Proposed Financing within the Offer Period, then Lessor and Lessee the option of Southridge to purchase the equity securities of the Proposed Financing, whether exercised or not, shall execute an amendment terminate, with respect to the Sublease incorporating into particular Proposed Financing. In such case, the Sublease transaction contemplated by the Proposal Space and Notice on materially the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to same terms shall be consummated by Technest no later than 90 days after the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) expiration of the Premises then under Offer Period. If the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee Proposed Financing is at any time in default not consummated within 90 days after the expiration of the Sublease (subject to applicable notice Offer Period, Technest shall provide Southridge a second Notice of a Proposed Financing and cure periods, if any) more than twice in any twelve (12) month period during again offer the TermProposed Financing within the periods set forth above.

Right of First Offer. Lessor hereby grants 12.1 For a period of two years from the date of this Agreement, if the Company or an affiliate of the Company wishes to Lesseemake a sale, assignment, conveyance, transfer or other disposition (a “Sale”) of any interest or right in any claims, permits or other property interests (“Property Interests”) of first offer with respect to any space that Lessor determines to offer for lease the Company or an affiliate which are all or partly within the western Labrador iron ore mining district as is detailed in the “General Atomics Roselle Properties,” defined Map attached as properties as Schedule D hereto, except a Sale to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]), as further outlined on Exhibit C attached hereto and made a part hereof (collectivelyan affiliate, the “First Offer Space”). Lessor shall notify Lessee Company will first make an offer in writing (an “Offer”) to Optionee to sell all or a part of the Property Interests as may be specified in the Offer (the “First Offer NoticeOffered Interest”) from time at the price and on the terms specified therein. Property Interests of the Company or its affiliates which are subject to time when Lessor proposes to offer this Article 12 shall not include the Royalty, any First Offer Space for lease. The First Offer Notice shall describe Property Interest in which the First Offer Space principal commodity being investigated by the Company or its affiliates is not iron ore, or any Property Interest which is or may become subject to an agreement between the subject of Company and Kennecott Canada Exploration Inc. dated December 9, 2008. 12.2 Optionee shall have the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectivelyoption, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then exercisable within five (5) business 30 days after receipt of the First Offer Notice by Lessee (the “Election DateOffer Period”), Lessee shall deliver to accept the Offer to purchase all but not less than all of the Property Interests described in the Offer. If Optionee does not send a written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in Company within the First Offer Notice upon Period accepting or rejecting the Terms set forth in the First Offer NoticeOffer, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee Optionee shall be deemed to have elected rejected the Offer. 12.3 If Optionee accepts the Offer within the Offer Period: (a) Optionee and the Company shall use commercially reasonable efforts to ensure that the transaction of purchase and sale contemplated by the Offer is consummated within 30 days of such acceptance; if such transaction is not consummated by the end of such 30 day period, Optionee will be deemed to lease have rejected the Proposal Space pursuant Offer and section 12.4 shall apply; and (b) the purchase agreement to be entered into between Optionee and the Company shall contain representations and warranties and related indemnities relating only to capacity of the Parties, validity of the agreement, enforceability of the agreement and title to the Terms (“Declined Proposal Space”). Property Interests. 12.4 If Lessee elects (Optionee rejects or is deemed to have elected) not to lease reject the Proposal Space pursuant to the First Offer NoticeOffer, then Lessor the Company shall be free entitled to lease the Declined Proposal Space that was the subject sell, assign, convey, transfer or otherwise dispose of the First Property Interests described in the Offer Notice to any other person, on terms not more favourable to such person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee those contained in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided180 days from the end of the Offer Period, however, provided that if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are no Sale is completed within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms180 day period, then Lessor shall be obligated to the Company must again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on comply with the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery provisions of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) this section 12 in connection with any Sale of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermOffered Interest.

Right of First Offer. Lessor hereby grants to Lessee(a) During the term of this Agreement, a right of first offer with respect to any space that Lessor determines to offer for lease in Member (the “General Atomics Roselle Properties,” defined as properties as ROFO Initiating Member”) may, by written notice (the “Marketing Notice”) to which Lessor has unfettered lease or sublease rights the other Member (the “ROFO Non-Initiating Member”) and which are located in the area bordered by RoselleCompany, Flintkotepropose the sale of any Marketable Property. The Marketing Notice shall contain a proposed marketing plan for the Marketable Property, Dunhill and Estuary Streets including the offering price (including without limitation the building located at 0000 Xxxxxxx Xxxxxx [Building 67]“Marketing Price”), as further outlined on Exhibit C attached hereto the material terms of a brokerage contract and made a part hereof (collectivelymarketing strategy. Following the issuance of such notice, the Executive Committee shall consider the proposed marketing plan for such Marketable Property and, if appropriate, possible alternatives. If the Executive Committee agrees on a marketing plan, then the Managing Member shall cause such Marketable Property to be marketed and sold in accordance with that marketing plan. If the Executive Committee fails to agree unanimously upon a marketing plan within thirty (30) days after the receipt by the Company of the Marketing Notice, and the ROFO Initiating Member nevertheless desires to go forward with the sale of such Marketable Property, then the following provisions of this Section 12.4 shall apply, provided that the ROFO Notice (as defined below) must be given no later than sixty (60) days following the Marketing Notice. (b) The ROFO Initiating Member shall deliver a written notice (the “First Offer SpaceROFO Notice”) to the ROFO Non-Initiating Member setting forth the terms upon which the ROFO Initiating Member is willing to sell such Marketable Property as of the date the ROFO Notice is given, which terms shall include the value in U.S. dollars at which the ROFO Initiating Member values such Marketable Property (the “ROFO Purchase Price”). Lessor The notice shall grant the ROFO Non-Initiating Member the right to purchase such Marketable Property for a price equal to such ROFO Purchase Price. Once given, a ROFO Notice may not be revoked or withdrawn by the ROFO Initiating Member without the written consent of the ROFO Non-Initiating Member, which consent may be withheld in its sole and absolute discretion. The ROFO Non-Initiating Member shall notify Lessee the ROFO Initiating Member in writing within ten (10) Business Days after the date the ROFO Notice is given of its election to either waive its option to purchase such Marketable Property or to exercise such option (such notice referred to herein as a “First Offer ROFO Purchase Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). The ROFO Non-Initiating Member’s failure to notify the ROFO Initiating Member of its election within such ten (10) Business Day period shall be deemed an election to waive its option to purchase such Marketable Property. (c) If Lessee wishes the ROFO Non-Initiating Member waives its option to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Noticepurchase such Marketable Property, then within five the ROFO Initiating Member shall have the right, for a period of 180 days commencing on the date that the ROFO Non-Initiating Member notifies the ROFO Initiating Member in writing of such waiver (5) business days after receipt or the date on which the ROFO Non-Initiating Member is deemed to have given such waiver), and without obtaining the consent of the First Offer Notice by Lessee ROFO Non-Initiating Member, to pursue the sale of such Marketable Property to any person that is not affiliated with the ROFO Initiating Member. In that regard, the ROFO Initiating Member may (on behalf of the “Election Date”)Company) engage the services of an independent real estate brokerage firm to solicit offers from third parties unaffiliated with the ROFO Initiating Member to purchase such Marketable Property, Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to whose fees share be borne (i) lease all of by the Proposal Space described in the First Offer Notice Company, upon the Terms set forth in sale of such Marketable Property by the First Offer Notice, Company or (ii) refuse by the ROFO Initiating Member, upon the failure of the ROFO Initiating Member to lease sell such space identified Marketable Property within the 180-day period. The terms of any such engagement shall be commercially reasonable, shall provide for full disclosure of all sale activity, indications of interest and offers to both the ROFO Initiating Member and the ROFO Non-Initiating Member and shall not encumber such Marketable Property or the Company in any way beyond the 180-day period. The ROFO Initiating Member shall be required to sign a listing agreement consistent herewith. So long as the purchase price for such sale is equal to or greater than 97% of the ROFO Purchase Price (including the sum of all liabilities of such Marketable Property), then the Managing Member shall cause the Company to consummate such sale. Any purchase and sale agreement and documents related to the sale shall contain customary representations and warranties, covenants, and exposure to potential liabilities customary for such transactions. If any Loan with respect to such Marketable Property is assumed, closing documents shall also include the buyer’s delivery to the Company and the Members of (i) an indemnification against any claims against the Company and the Members with respect to such Loans for the period on and after the closing date and (ii) a release of the Company and any guarantors of such Loan from the lenders with respect to such Loans for any liabilities related to the period on and after the closing date. (d) If the ROFO Non-Initiating Member elects to purchase such Marketable Property, then the sale of such Marketable Property shall be on the same terms as in the First Offer Notice. If Lessor does not receive ROFO Notice and the ROFO Non-Initiating Member shall deposit with a response from Lessee in writing nationally recognized title insurance company an xxxxxxx money deposit equal to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five three percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises Lessee’s right to lease the First Offer Space as set forth herein including by delivery of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (753%) of the Premises then ROFO Purchase Price (the “ROFO Deposit”) at the same time it delivers the ROFO Purchase Notice. The Members hereby agree that: (i) the ROFO Non-Initiating Member would be irreparably injured in the event of a breach or threatened breach by the Company or the ROFO Initiating Member of its obligations to consummate the sale of such Marketable Property to the ROFO Non-Initiating Member within the specified time period; (ii) monetary damages would not be an adequate remedy for such breach, (iii) the ROFO Non-Initiating Member shall be entitled (without the need to post any bond) to seek and obtain a decree or order of specific performance to enforce the observance and performance of such sale and an injunction restraining such breach or threatened breach, and (iv) the existence of any claims that the Company or the ROFO Initiating Member may have against the ROFO Non-Initiating Member, whether under this Agreement or any other agreement, shall not be a defense to (or reason for the Subleasedelay of) the enforcement by the ROFO Non-Initiating Member of its rights or remedies under this Agreement. Lessee’s right Notwithstanding any to the contrary in the foregoing, if the ROFO Non-Initiating Member defaults on its purchase of first offer hereunder such Marketable Property, the ROFO Initiating Member may: (x) elect (on behalf of the Company) to have the Company receive the ROFO Deposit, which shall automatically terminate be distributed to the Members in accordance with the priority set forth in Section 5.l(b), it being agreed by the parties that the ROFO Deposit shall constitute liquidated damages, and have no further effectiveness if Lessee is at any time in the damages to the Company and its Members from the default of the Sublease ROFO Non-Initiating Member are uncertain at this time, and that the portion of the ROFO Deposit receivable by the ROFO Initiating Member is a fair estimation of the damages that would be suffered by the ROFO Initiating Member and is not a penalty; and (subject y) deem the ROFO Non-Initiating Member to applicable notice have waived its option to purchase such Marketable Property, and cure periods, if anypursue the sale of such Marketable Property to any person that is not affiliated with the ROFO Initiating Member in accordance with the provisions of Section 12.4(c) more than twice in any twelve (12) month except that the 180-day period during set forth therein shall commence on the Termdate the ROFO Non-Initiating member defaults on its purchase of such Marketable Property).

Right of First Offer. Lessor a) Subject to Applicable Law, if any of the Angel Investors and/or Evolvence (“Selling Investor”) decides to Transfer either directly or indirectly, all or part of the Shares held by such Selling Investors (“Investor Shares”) to any Person (“Proposed Investor Transferee”), then such Selling Investors hereby unconditionally and irrevocably grants to Lesseeeach Principal Investor, a prior right to purchase all or a portion of first offer with respect the Investor Shares, in proportion to any space that Lessor determines to offer for lease their inter se shareholding in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (including without limitation the building located Company on a Fully Diluted Basis at 0000 Xxxxxxx Xxxxxx [Building 67])their discretion, as further outlined on Exhibit C attached hereto and made a part hereof those offered to such Person (collectively, “ROFO”). b) The Selling Investors shall immediately notify the Principal Investors of its intention to Transfer its Shares to the Proposed Investor Transferee (“First Offer SpaceROFO Notice”). Lessor shall notify Lessee in writing (the “First Offer Notice”) from time to time when Lessor proposes to offer any First Offer Space for lease. The First Offer ROFO Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the number of Investor Shares and other terms of the Transfer. c) The Principal Investors may make an offer in writing to the Selling Investor within 30 (thirty) days of receipt of the ROFO Notice (the “ROFO Period”) by serving a written notice (the “ROFO Exercise Notice”) on the Selling Investors, specifying the price at which such Principal Investor shall acquire the Investor Shares (“ROFO Price”). If, however, the Selling Investor receives a ROFO Exercise Notice from one or more of the Principal Investors, then the Selling Investor shall have the option to Transfer the Investor Shares to the Principal Investor giving the highest ROFO Price. d) Within 15 (fifteen) days from the expiry of the ROFO Period (“ROFO Acceptance Period”), the Selling Investor shall either accept or reject the offer set out in the ROFO Exercise Notice. If the Selling Investor accepts the offer set out in the ROFO Exercise Notice within the ROFO Acceptance Period, then the Principal Investors shall be bound to purchase all of the Investor Shares within a period of 90 (Ninety) days from the date on which the ROFO Exercise Notice is received by the Selling Investor. e) In the event the Principal Investors do not exercise the ROFO, the Transfer to the Proposed Investor Transferee shall not be at a price lower than the ROFO Price, and on terms and conditions (including no more favourable than those specified in the proposed lease term) ROFO Notice, unless the procedure set forth in this Clause 7.4 is complied with afresh. f) If completion of the proposal sale and Transfer to such Proposed Investor Transferee does not take place within the period of 90 (collectivelyNinety) days following the expiry of the ROFO Period, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Election Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which Lessee shall elect either to (i) lease all of the Proposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, or (ii) refuse to lease such space identified in the First Offer Notice. If Lessor does not receive a response from Lessee in writing to Lessor’s First Offer Notice by the Election Date, Lessee shall be deemed to have elected not to lease the Proposal Space pursuant to the Terms (“Declined Proposal Space”). If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (5%) than the Terms offered to Lessee in the First Offer Notice (“Allowed Non-Lessee Terms”) for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice to Lessee prior to leasing such space to a third party on the terms upon which Lessor then desires to offer the Proposal Space. If Lessee properly exercises LesseeSelling Investor’s right to lease Transfer the First Offer Space as set forth herein including by delivery Investor Shares shall lapse and the provisions of Lessee’s Election Notice not later than the Election Date, then Lessor and Lessee Clause 7.4 shall execute an amendment once again apply to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the originally named Lessee under the Sublease and may only be exercised if Lessee occupies not less than seventy-five percent (75%) of the Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Sublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the TermInvestor Shares.