Common use of Right of First Offer Clause in Contracts

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to sell 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

Right of First Offer. If Landlord determines during 33.1.1. Provided that at the initial or any renewal term of time Tenant exercises its rights under this Section 33.1: (i) this Lease remains in its sole full force and absolute discretion effect, and (ii) there is not then an outstanding Default which has continued beyond the expiration of applicable notice and cure periods, then in the event Landlord intends to sell all market the Property for sale, then and in such event Landlord shall give Tenant notice thereof to Tenant (the "Notice of Marketing"), which notice shall include the offering price and other basic terms on which Landlord intends to offer for the sale of the Premises to a third party Property (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlordthe "Proposed Sale Terms"), 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 a period 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 from Tenant’s receipt of a Notice of Marketing to notify Landlord of its decision to purchase or not purchase the date Property upon the Proposed Sale Terms set forth in the Notice 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 PremisesMarketing. If Landlord and either receives a notice from Tenant fail that Tenant does not desire to thus enter into a written purchase agreement the Property or Landlord fails to receive any notice from Tenant within said thirty (30) day period, then Landlord shall have the right to proceed to sell the Property to any third party for terms no less favorable to Landlord than the Proposed Sale Terms. If for any reason Landlord fails to sell the Property within eighteen (18) months of the date Landlord first gives notice to Tenant pursuant to this Section 33.1.1, or if Landlord determines to sell the Property upon terms that are less favorable than the Proposed Sale Terms set forth in the Notice of Marketing, then Landlord must reoffer the Property to Tenant fails to timely notify Landlord by delivering a second Notice of Tenant’s desire to purchase Marketing setting forth the Premises within the revised Proposed Sale Terms. Tenant shall have a fifteen (15) day period from Tenant’s receipt of the second Notice of Marketing to notify Seller of its decision to purchase or not purchase the Property upon the Proposed Sale Terms set forth in the second Notice of Marketing. If Landlord either receives a notice from Tenant that Tenant does not desire to purchase the Property or Landlord fails to receive any notice from Tenant within the applicable time period, then this Landlord shall have the right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of to proceed to sell the Premises Property to a any third party upon the Proposed Sale Terms set forth in the immediately prior Notice of Marketing, and this process shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to continue throughout the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryTerm.

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to sell 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 Owner shall notify Tenant of Landlord’s desire elect to sell the Premises. Lxxxxxxx’s Hotel, Owner shall first give written notice shall to Manager of such election, which notice will contain the general offering price and other major business terms and conditions upon which Landlord is willing to sell of 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 Txxxxxproposed sale (the “Sale Notice”). 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 Manager or its Affiliates shall have thirty (30) days after receipt of the Sale Notice (the “Exercise Period”) to elect to purchase the Hotel for ninety-seven percent (97%) of the offering price and on the other terms reflected in the Sale Notice. If Manager or one of its Affiliates so elects to purchase the Hotel, Manager or such Affiliate shall have thirty (30) days after such election (the “Negotiation Period”) to enter into a purchase and sale agreement for such purchase, which purchase and sale agreement shall provide for, among other things, (i) the payment by Manager or such Affiliate of a non-refundable deposit in an amount equal to two percent (2%) of the purchase price and (ii) the closing of the purchase and sale on a date that is no later than sixty (60) days after the date of the parties’ execution and delivery of the purchase and sale agreement. After Manager’s (or its Affiliate’s) election to purchase the Hotel and until the earlier of the execution of a purchase and sale agreement or the end of the Negotiation Period, Owner and Manager agree to negotiate the terms of such purchase and sale agreement. Owner agrees that Manager and/or its Affiliates may conduct due diligence on the Hotel before and after the transmittal of the Sale Notice. If Manager does not elect to purchase the Hotel, the parties have not entered into a binding purchase and sale agreement within the Negotiation Period or Manager or its Affiliate fails to close under a purchase and sale agreement by the specified closing date (other than as a result of a breach by Owner or any of its Affiliates of the provisions of the purchase and sale agreement or any action by Owner or any of its Affiliates constituting bad faith), Owner shall be entitled, without Manager’s consent, to consummate the proposed sale with any third party. If either party shall default under this Section, the other party shall be entitled to specific performance. No exercise or waiver by Manager of any of its rights hereunder shall modify, abridge, impair or affect any of Manager’s rights under any of the other terms or provisions of this Agreement. Any sale, transfer or other conveyance of all or any part of the Hotel or Owner’s interest therein in violation of this Section shall be null and void. The terms and provisions of this Section shall be in addition to and cumulative of all of the other terms and provisions of this Agreement, including, without limitation, the terms and provisions of Section 21.2. The provisions of this Section 21.4 shall survive any termination or expiration of this Agreement for a period of six (6) months following the date of Landlord’s original notice such termination or expiration with respect to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale any offer of the Premises to Tenant and to enter into a binding written purchase agreement Hotel for the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty sale during such six (30) day 6)—month 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision Section 21.4 shall not apply to any lender who is not transfer of the Hotel to an owner or affiliate Affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryOwner.

Right of First Offer. If Landlord determines during Prior to making any Transfer, other than as permitted under paragraph 3(d) below, a holder of Shareholder Shares wishing to transfer such Shareholder Shares (the initial “Selling Shareholder”) shall deliver written notice in accordance with paragraph 21 (the “Transfer Notice”) to each Investor Shareholder and the Company. The Transfer Notice shall disclose in reasonable detail the number of Shareholder Shares to be transferred, the cash purchase price (the “Offer Price”) at which the Selling Shareholder proposes to sell such number of Shareholder Shares, and the terms and conditions of the proposed Transfer. The Transfer Notice shall constitute a binding offer to sell the subject Shareholder Shares to the Investor Shareholders (other than the Selling Shareholder) and, if and to the extent that any such Shareholder Shares are not purchased by such Selling Shareholders, to the Company, in each case on the terms and conditions set forth in the Transfer Notice and in accordance with this paragraph 3(b). The Investor Shareholders may elect to purchase, pro-rata based on the number of Shareholder Shares held by each, all or any renewal term portion of the Shareholder Shares to be transferred upon the same economic terms and conditions as those set forth in the Transfer Notice by delivering a written notice of such election to the Selling Shareholder and the Company within 10 business days after the Transfer Notice has been delivered pursuant to this Lease in paragraph 3(b), provided that all elections by Carlyle’s Affiliates shall be made by Carlyle on behalf of its sole and absolute discretion Affiliates. If the Investor Shareholders have not elected to sell purchase all of the Premises Shareholder Shares to a third party (excluding a transferbe transferred, sale or conveyance the Company may elect to a parent corporationpurchase all, controlled subsidiarybut not less than all, affiliate or related entity of Landlord), then, prior the remaining Shareholder Shares to offering be transferred upon 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 same economic terms and conditions upon which Landlord is willing as those set forth in the Transfer Notice by delivering written notice in accordance with paragraph 21 of such election to sell the PremisesSelling Shareholder within 15 business days after the Transfer Notice has been delivered pursuant to this paragraph 3(b) (such date, howeverthe “Authorization Date”). If the Investor Shareholders and the Company do not elect to purchase all of the Shareholder Shares specified in the Transfer Notice, any such the Selling Shareholder may Transfer the remaining Shareholder Shares specified in the Transfer Notice at a cash price no less than the Offer Price and on 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 no more favorable to the Proposed Purchaser than those specified in the Transfer Notice during the 60 day period immediately following the date Authorization Date. If the Investor Shareholders or the Company have elected to purchase Shareholder Shares pursuant to this paragraph 3(b), the Transfer of such notice within which to notify Landlord of Tenant’s desire to purchase shares shall be consummated as soon as practicable after 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 delivery 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 (30election notice(s) 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord Selling Shareholder, but in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryevent within 30 days after the Authorization Date.

Right of First Offer. If Landlord determines during Prior to making any Transfer, other than as permitted under paragraph 3(d) below, a holder of Shareholder Shares wishing to transfer such Shareholder Shares (the initial “Selling Shareholder”) shall deliver written notice in accordance with paragraph 22 (the “Transfer Notice”) to each Investor Shareholder and the Company. The Transfer Notice shall disclose in reasonable detail the number of Shareholder Shares to be transferred, the cash purchase price (the “Offer Price”) at which the Selling Shareholder proposes to sell such number of Shareholder Shares, and the terms and conditions of the proposed Transfer. The Transfer Notice shall constitute a binding offer to sell the subject Shareholder Shares to the Investor Shareholders (other than the Selling Shareholder) and, if and to the extent that any such Shareholder Shares are not purchased by such Selling Shareholders, to the Company, in each case on the terms and conditions set forth in the Transfer Notice and in accordance with this paragraph 3(b). The Investor Shareholders may elect to purchase, pro-rata based on the number of Shareholder Shares held by each, all or any renewal term portion of the Shareholder Shares to be transferred upon the same economic terms and conditions as those set forth in the Transfer Notice by delivering a written notice of such election to the Selling Shareholder and the Company within 10 business days after the Transfer Notice has been delivered pursuant to this Lease in paragraph 3(b), provided that all elections by Carlyle’s Affiliates shall be made by Carlyle on behalf of its sole and absolute discretion Affiliates. If the Investor Shareholders have not elected to sell purchase all of the Premises Shareholder Shares to a third party (excluding a transferbe transferred, sale or conveyance the Company may elect to a parent corporationpurchase all, controlled subsidiarybut not less than all, affiliate or related entity of Landlord), then, prior the remaining Shareholder Shares to offering be transferred upon 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 same economic terms and conditions upon which Landlord is willing as those set forth in the Transfer Notice by delivering written notice in accordance with paragraph 22 of such election to sell the PremisesSelling Shareholder within 15 business days after the Transfer Notice has been delivered pursuant to this paragraph 3(b) (such date, howeverthe “Authorization Date”). If the Investor Shareholders and the Company do not elect to purchase all of the Shareholder Shares specified in the Transfer Notice, any such the Selling Shareholder may Transfer the remaining Shareholder Shares specified in the Transfer Notice at a cash price no less than the Offer Price and on 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 no more favorable to the Proposed Purchaser than those specified in the Transfer Notice during the 60 day period immediately following the date Authorization Date. If the Investor Shareholders or the Company have elected to purchase Shareholder Shares pursuant to this paragraph 3(b), the Transfer of such notice within which to notify Landlord of Tenant’s desire to purchase shares shall be consummated as soon as practicable after 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 delivery 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 (30election notice(s) 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord Selling Shareholder, but in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryevent within 30 days after the Authorization Date.

Right of First Offer. If Landlord determines during In the initial event any of Producers or any renewal term of this Lease their Affiliates proposes to dedicate interests in its sole and absolute discretion to sell all oil, gas, and/or mineral leases outside of the Premises Applicable Formations but within the Springridge AMI, whether now owned or hereafter acquired, to a third party (excluding a transfergatherer other than Gatherer, sale or conveyance to a parent corporationthe applicable Producers shall, controlled subsidiary, affiliate or related entity of Landlord), thenand Producers shall cause any such Affiliates to, prior to offering entering into any such dedication, first give notice in writing to Gatherer (the Premises “Dedication ROFO Notice”) of its intention to enter into such dedication. The Dedication ROFO Notice shall include any material terms, conditions and details as would be necessary for sale Gatherer to make a responsive offer to enter into the contemplated dedication with any of Producers or their Affiliates, which terms, conditions and details shall at a minimum include any terms, condition or details provided to third parties, Landlord parties in connection with the proposed dedication. Gatherer shall notify Tenant have sixty days following receipt of Landlord’s desire the Dedication ROFO Notice to sell propose an offer to enter into the Premisesdedication with the applicable Producers or Affiliates (the “Dedication ROFO Response”). Lxxxxxxx’s notice The Dedication ROFO Response shall contain set forth the general terms and conditions upon pursuant to which Landlord is Gatherer would be 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 Premisesdedication. Unless the Dedication ROFO Response is accepted pursuant to written notice from the applicable Producers or Affiliates delivered to Gatherer within sixty days of such delivery, such Dedication ROFO Response shall be deemed to have been rejected by the applicable Producers or Affiliates. If Landlord a Dedication ROFO Response is accepted by the applicable Producers or Affiliates, the applicable Producers shall (and Tenant fail to thus Producers shall cause the applicable Affiliates to) enter into a written purchase an agreement within said thirty (30) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase with Gatherer providing for the Premises within the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale consummation of the Premises to dedication upon the terms set forth in the Dedication ROFO Response. If a third party and shall not survive expiration or termination of this Lease. This provision shall not apply Dedication ROFO Response with respect to any lender who proposed dedication is rejected by the applicable Producers or Affiliates, the applicable Producers or Affiliates shall be free to enter into such proposed dedication with any gatherer on terms and conditions that are not an owner or affiliate more favorable in the aggregate to such gatherer than those proposed in respect of Landlord who accepts a deed to Gatherer in the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryDedication ROFO Response.

Right of First Offer. If Landlord determines during Provided that the initial or any renewal term Tenant is not in Default, Tenant shall have the Right of this Lease in its sole and absolute discretion to sell all First Offer on additional marketable space (“Expansion Premises”) within the building (“Right 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, First Offer”) as it becomes available. Landlord shall notify provide Tenant with written notice of Landlord’s desire intention to sell market, including the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing economic terms, (“Notice of Intent 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 TxxxxxMarket”). Tenant shall have fifteen twenty (1520) business days following from receipt of written notice by Landlord to negotiate the date of such notice within which economics for the Expansion Premises. Except for the economics, all other terms and conditions for the Expansion Premises shall be consistent with those applicable to notify Landlord of Tenant’s desire to purchase the Premises. If Tenant thus timely notifies does not deliver to Landlord of Tenant’s desire to purchase Acceptance Notice within 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) applicable 20-business day period, Landlord shall have the right to market and lease such Expansion Premises to any person(s) other than Tenant on any terms Landlord desires and without offering or if further offering such Expansion Premises to Tenant, and Tenant fails to timely notify Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this shall have no further right of first offer shall thereupon expire and to lease such Expansion Premises pursuant to this Paragraph 47. Any Expansion Premises leased by Tenant will be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed added to the Premises as of the date provided in the offer, and the Rent will be adjusted to reflect the rent to be paid with respect to Expansion Premises in accordance with the offer. Tenant agrees to execute amendments to this Lease to reflect additions to the Premises resulting from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or the exercise of a power the Right of sale by a trustee First Offer. Tenant's lease of any Expansion Premises pursuant to this Right of First Offer will be on all the terms and conditions set forth in this Lease, with the exception of the economics, which shall be set as described above. This Right of First Offer to lease the Expansion Premises is personal to Tenant or any Permitted Transferee, and is not transferable. Notwithstanding the foregoing, Tenant shall not have the Right of First Offer under a deed this Paragraph 47 if Tenant is in Default under this Lease at the time such Expansion Premises becomes available (and Landlord shall have no obligation to deliver to Tenant any Landlord’s Notice). In addition to the Right of trust in which said lender is beneficiaryFirst Offer, Tenant shall have the option to expand into contiguous space or relocate to another suite if space becomes available. Terms will be negotiated at the time of such expansion or relocation.

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion Except as provided below, if Buyer hereafter seeks to sell or dispose of all or substantially all of the Premises Transferred Assets or any entity in which those assets comprise all or substantially all of its assets, whether by way of a sale of securities, merger, consolidation or similar proceeding, to a any unaffiliated third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord“Triggering Event”), then, prior Buyer hereby grants to offering the Premises for sale Seller a right of first offer 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 Premisesacquire those assets. 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 Buyer seeks to enter into a binding Triggering Event, it shall provide written purchase agreement for notice of the Premisesproposed Triggering Event prior to the date Buyer seeks to enter into the Triggering Event, or to commence offering that opportunity to another Person. Seller shall have days after the date of Buyer’s notice to notify Buyer in writing of its intent to acquire the assets or equity subject to that transaction. If Landlord Seller submits an offer for any of the assets or equity, it must submit an offer to acquire all of those assets or equity and Tenant fail the related liabilities, unless the Parties otherwise agree. The Parties shall have days after Seller notifies Buyer in writing of its intent to thus enter into a written acquire such assets or equity to negotiate the principal business terms of that transaction which shall consist of the net book value of the assets at the time of closing, as well the remaining useful life, which determination shall be consistent with the valuation methodology used to determine the 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 periodprice set forth herein. If they agree on those terms, then this right they shall continue to prepare definitive documents to effect that transfer on mutually acceptable terms during the next seventy-five (75) days. If at the end of first offer that time, the parties are unable to consummate that transaction, then Buyer shall thereupon expire be free to sell those assets or equities to any other potential purchaser for a price not materially less than the net book value, provided that the revenue from any sale to any unaffiliated third party in excess of the net book value shall be divided evenly between Buyer and be of no further force and effectSeller. This right of first offer shall not survive a sale apply to: (a) ordinary course retirements, replacements or additions to the Transferred Assets, (b) any transaction not involving all or substantially all of the Premises to a third party and shall not survive expiration Transferred Assets or termination their replacements, or (c) any sale, merger or reorganization of this Lease. This provision shall not apply to any lender who is not an owner Buyer or affiliate involving all or substantially all of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure its assets or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarysecurities.

Right of First Offer. If During the Lease Term, if Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion ever elects to sell all of the Premises to a an unrelated 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 partiesparty, Landlord shall notify Tenant in writing (the “Notice of Intent to Sell”) of Landlord’s desire intent to sell the Premises. Lxxxxxxx’s notice Premises and such Notice to Seller shall contain the general all material terms and conditions upon which Landlord is willing intends to sell the Premises, howeverincluding, any such terms without limitation, the purchase price, deposit, length of the escrow and conditions shall serve only as a basis for further negotiations due diligence periods 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 Txxxxxclosing date. Tenant shall have fifteen ten (1510) days following the date of such notice within which to notify Landlord of from after Tenant’s desire receipt of the Notice of Intent to deliver to Landlord a written offer to purchase the Premises (“Tenant’s Offer to Purchase”) on the terms and conditions set forth in Landlord’s Notice of Intent to Sell or on such other terms and conditions as may be acceptable to Tenant. Tenant’s Offer to Purchase shall state either (i) that Tenant offers to purchase the Premises on all the terms and conditions set forth in Landlord’s Notice of Intent to Sell or (ii) all of the material terms and conditions upon which Tenant would agree to purchase the Premises. If Tenant thus timely notifies Landlord shall have ten (10) days from after Landlord’s receipt of Tenant’s desire Offer to Purchase to either accept or reject Tenant’s offer to purchase the Premises by written notice to Tenant; provided, however, Landlord shall be deemed to have accepted Tenant’s Offer to Purchase if it is on the same terms and conditions as set forth in Landlord’s Notice of Intent to Sell. If Landlord accepts or is deemed to have accepted Tenant’s offer to purchase the Premises, then the parties shall have thirty then, within ten (3010) days following the date of Landlord’s original notice to thereafter, Landlord and Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale of the Premises to Tenant and to shall enter into a binding written purchase and sale agreement for the Premises. If (i) Tenant fails to deliver to Landlord Tenant’s Offer to Purchase within the ten (10) day period referenced above, (ii) Landlord rejects Tenant’s offer to purchase the Premises or (iii) Landlord and Tenant fail to thus enter into a purchase and sale agreement for the Premises for any reason within the ten (10) period referenced above, Tenant shall be deemed to have waived its right to purchase the Premises pursuant to this provision and Landlord may sell the Premises to any other party on any terms and conditions deemed acceptable to Landlord regardless of whether such terms or conditions or more or less favorable than the terms and conditions offered by Tenant. If Landlord fails to enter into a written agreement with a prospective buyer for the purchase agreement within said thirty (30) day period, or if Tenant fails to timely notify Landlord and sale of Tenant’s desire to purchase the Premises within one year after the fifteen (15) day perioddate of the Notice of Intent to Sell, then this right Landlord shall be required to deliver to Tenant a new Notice of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of Intent to Sell prior to Landlord selling the Premises to a third party. The right of first offer granted to Tenant pursuant to this paragraph is personal to Altus Medical, Inc. and may not be assigned to any other party (other than a Tenant Affiliate of Altus Medical, Inc. or a transferee described in Section 6(g) of the Lease and shall not survive expire concurrently with the expiration or earlier termination of this the Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion Except as provided below, if Buyer hereafter seeks to sell or dispose of all or substantially all of the Premises Transferred Assets or any entity in which those assets comprise all or substantially all of its assets, whether by way of a sale of securities, merger, consolidation or similar proceeding, to a any unaffiliated third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord“Triggering Event”), then, prior Buyer hereby grants to offering the Premises for sale Seller a right of first offer 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 Premisesacquire those assets. 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 Xxxxx seeks to enter into a binding Triggering Event, it shall provide written purchase agreement for notice of the Premisesproposed Triggering Event prior to the date Buyer seeks to enter into the Triggering Event, or to commence offering that opportunity to another Person. Seller shall have days after the date of Xxxxx’s notice to notify Buyer in writing of its intent to acquire the assets or equity subject to that transaction. If Landlord Seller submits an offer for any of the assets or equity, it must submit an offer to acquire all of those assets or equity and Tenant fail the related liabilities, unless the Parties otherwise agree. The Parties shall have days after Seller notifies Buyer in writing of its intent to thus enter into a written acquire such assets or equity to negotiate the principal business terms of that transaction which shall consist of the net book value of the assets at the time of closing, as well the remaining useful life, which determination shall be consistent with the valuation methodology used to determine the 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 periodprice set forth herein. If they agree on those terms, then this right they shall continue to prepare definitive documents to effect that transfer on mutually acceptable terms during the next seventy-five (75) days. If at the end of first offer that time, the parties are unable to consummate that transaction, then Buyer shall thereupon expire be free to sell those assets or equities to any other potential purchaser for a price not materially less than the net book value, provided that the revenue from any sale to any unaffiliated third party in excess of the net book value shall be divided evenly between Buyer and be of no further force and effectSeller. This right of first offer shall not survive a sale apply to: (a) ordinary course retirements, replacements or additions to the Transferred Assets, (b) any transaction not involving all or substantially all of the Premises to a third party and shall not survive expiration Transferred Assets or termination their replacements, or (c) any sale, merger or reorganization of this Lease. This provision shall not apply to any lender who is not an owner Buyer or affiliate involving all or substantially all of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure its assets or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarysecurities.

Right of First Offer. If Landlord determines Project. The term "Project Offer Space" herein means any rentable space in the Project, excluding the "Building Offer Space". Tenant shall not have any offer rights with respect to the initial leasing of any Project Offer Space, but these offer rights shall apply when such initial leases expire or terminate. After the initial leasing of the Project Offer Space, in the event any Project Offer Space becomes available for lease at any time during the initial or any renewal term Term and the party, if any, in possession of this Lease such Project Offer Space does not desire to remain in its sole and absolute discretion to sell 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 partiespossession, Landlord shall notify give Tenant written notice of Landlord’s desire to sell the Premises. Lxxxxxxx’s notice shall contain availability of such Project Offer Space and of the general terms proposed Minimum Annual Rent for such Project Offer Space (determined as provided below), 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 the right, at its option, to lease such Project Offer Space provided (15a) Tenant delivers to Landlord written notice exercising its right to lease such Project Offer Space within 30 days following the date of receipt of Landlord's notice of availability of such notice within which Project Offer Space, and (b) Tenant is not in default in any material respect under this lease at the time Tenant exercises its right to notify Landlord lease such Project Offer Space and at the time Tenant is to take possession of Tenant’s desire to purchase the Premisessuch Project Offer Space. 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 exercise timely notify Landlord its right to lease such Project Offer Space with respect to a particular notice of Tenant’s desire availability given by Landlord, Tenant will have no further right to purchase the Premises within the fifteen (15) day periodlease such Project Offer Space, then and this right of first offer shall thereupon expire terminate with respect to such Project Offer Space, provided, however, that any portion of such Project Offer Space that remains unleased as of the date that is six months following Landlord's notice of availability must be re-offered to Tenant in accordance with this Section. If Tenant elects to exercise its right to lease such Project Offer Space, the terms, conditions and covenants applicable to such Project Offer Space shall be as set forth in this lease, except that the Minimum Annual Rent regarding such space shall be equal to 102% of the Minimum Annual Rent that was scheduled to be paid (without accounting for abatement, offset or any other reduction) by the prior tenant of the Offer Space over the last lease year in which the prior tenant paid or was to pay full Minimum Annual Rent, and such Minimum Annual Rent shall increase 2% (compounded) per lease year during the term of this lease with respect to the Offer Space, and the Project Offer Space shall be delivered to Tenant in an "as is" condition. The commencement date for the lease covering such space shall be the date following the exercise of such option on which such space is first made available to Tenant. If Tenant exercises its right to lease such space, Landlord and Tenant shall execute and deliver an appropriate amendment to this lease regarding the lease of such space. The foregoing notwithstanding, Tenant shall have no further force right to lease any Project Offer Space unless at least two (2) full years remain in the Term hereof or unless Tenant has the right to extend the Term and effectdoes so in connection with its lease of the Project Offer Space. This right of first offer As noted above, Tenant shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to have any lender who is not an owner or affiliate of Landlord who accepts a deed offer rights with respect to the Premises from Landlord initial leasing of any space in lieu of foreclosure the Project, but these offer rights shall apply when such initial leases expire or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryterminate.

Right of First Offer. If (a) Before Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to may sell all of the Premises to a any third party (excluding a transferparty, sale or conveyance including, without limitation, pursuant to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to offering the Premises for sale to third partiesan unsolicited offer, Landlord shall notify Tenant of Landlord’s desire must first offer to sell the Premises. LxxxxxxxPremises to Tenant by giving written notice ("Landlord’s notice shall contain Offer") of the general terms and conditions upon on which Landlord is willing to sell the PremisesPremises (including, howeverwithout limitation, any such terms purchase price, deposit, closing date 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 Txxxxxcondition of title). 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 will have thirty (30) days following after the date of receipt of Landlord’s original notice to Tenant Offer within which to attempt to negotiate mutually acceptable notify Landlord that Tenant accepts Landlord’s Offer on the terms and conditions for the sale therein contained. Failure of the Premises Tenant to Tenant and respond, as aforesaid, to enter into a binding written purchase agreement for the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement Landlord’s Offer within said thirty (30) day periodperiod shall be deemed a rejection thereof, and upon Landlord’s request, Tenant shall promptly execute and deliver to Landlord a certificate reciting that Tenant received Landlord’s Offer and rejected or if failed to accept said Landlord’s Offer (however, any failure of Tenant fails to timely notify Landlord deliver such certificate will not affect any such rejection). If Tenant accepts Landlord’s Offer, the closing of Tenantsuch sale to Tenant will take place pursuant to the terms of Landlord’s desire to purchase the Premises Offer. If Tenant rejects or does not accept Landlord’s Offer in writing within the fifteen aforementioned thirty (1530) day period, then this Landlord may sell the Premises to any other person at a price equal to or greater than ninety-five percent (95%) of that set forth in Landlord’s Offer and upon terms and conditions not materially more favorable to the buyer than those set forth in Landlord’s Offer within nine (9) months after the date of Landlord’s Offer. At the end of such nine (9) month period, the right of Landlord to sell the Premises free from the right of first offer hereby granted will terminate, and the provisions of this Section 31 will apply to any subsequent proposed sale of the Premises by Landlord, to the extent still applicable. Notwithstanding the foregoing, in the event the Landlord enters into a valid and binding purchase and sale agreement with a prospective buyer, which agreement is fully executed by both parties and delivered within such nine (9) month period, then, in such event, upon written notice thereof to Tenant, together with substantiating evidence of such executed agreement, such nine (9) month period shall thereupon expire be extended up to and be including an additional three (3) months, within which Landlord and the prospective purchaser may close on the sale of no further force and effectthe Premises. This right of first offer shall remain in full force and effect solely throughout the Term of this Lease, but shall expire contemporaneously and be inapplicable if this Lease is terminated or Tenant is dispossessed by reason of a default by Tenant hereunder. (b) Notwithstanding any provision in Section 31(a) to the contrary, the provisions of this Section 31 shall not survive a apply in any event to the intra-familial sale or transfer of the Premises to a third party and shall not survive expiration members, principals, shareholders or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate beneficial owners of Landlord who accepts a deed to or their respective families including without limitation, parents, children, aunts, uncles and cousins, or trusts therefor, or the Premises from Landlord estate of an individual holder of an interest in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryLandlord.

Right of First Offer. If Landlord determines during (a) Each holder of Series B and/or Series C Preferred Stock shall have a right of first refusal to purchase an amount of equity securities of the initial Company of any class or any renewal term of this Lease in its sole and absolute discretion kind which the Company proposes to sell all (other than the issuance of shares contemplated by Section 3.1 above) sufficient to maintain such holder's proportionate beneficial ownership interest in the Company. If the Company wishes to make any such sale of its securities, it shall give the holders of Series B and Series C Preferred Stock written notice 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 Premisesproposed sale. Lxxxxxxx’s The notice shall contain set forth (i) the general Company's bona fide intention to offer such shares and (ii) the material terms and conditions upon of the proposed sale (including the number of shares to be offered and the price, if any, for which Landlord is willing the Company proposes to offer such shares), and shall constitute an offer to sell such securities to the Premises, however, any holders of Series B and Series C Preferred Stock on such terms and conditions shall serve only as conditions. Any holder of Series B or Series C Preferred Stock may accept such offer by delivering 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 notice of acceptance to the Company within ten (1510) 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 after receipt of the Premises to Tenant and to enter into a binding written purchase agreement for Company's notice of the Premisesproposed sale. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, Any holder of Series B or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this Series C Preferred Stock exercising its right of first offer refusal shall thereupon expire be entitled to participate in the purchase of such securities on a pro rata basis to the extent necessary to maintain such holder's proportionate beneficial ownership interest in the Company (for purposes of determining the pro rata interest of the holder, any holder shall be treated as owning that number of shares of Common Stock into which any outstanding convertible securities may be converted and for which any outstanding options or warrants may be exercised). The Company shall promptly, in writing, inform each holder which elects to purchase its pro rata portion of such shares of any other holder's failure to do so, in which case the holders electing to purchase such shares shall have the right to purchase all or a portion of such shares on a pro rata basis, on terms no further force and effectless favorable to the holder, for a period of ten (10) days. This Such holder shall be entitled to apportion the right of first refusal hereby granted among itself and its partners, affiliates and related parties in such proportions it deems appropriate. If the Investor does not accept such offer shall not survive a sale within ten (10) days, then that portion of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who shares which is not an owner or affiliate of Landlord who accepts a deed purchased may be offered to other parties on terms no less favorable to the Premises from Landlord in lieu Company for a period of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryten (10) days.

Right of First Offer. If At such time and from time to time, should Landlord determines during desire to sell Landlord’s Interest in the initial Premises, or any renewal term larger tract of this Lease in its sole and absolute discretion to sell all land of which the Premises may be a part (“Landlord’s Interest”) to a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of unaffiliated with Landlord), then, prior to offering the Premises for sale to third parties, Landlord shall notify give Tenant of Landlord’s desire to sell the Premises. Lxxxxxxx’s written 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 Premisesdesire. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall have Within thirty (30) days following the date of Tenant’s receipt of such notice, Tenant, if Tenant desires to purchase Landlord’s original Interest, shall give Landlord notice of its intention to Tenant within which to attempt to negotiate mutually acceptable purchase Landlord’s Interest and the price and other material economic terms and conditions for on which it offers to make such purchase. In the sale of the Premises to event Tenant and to enter into a binding written purchase agreement for the Premises. If does not provide Landlord and Tenant fail to thus enter into a written purchase agreement with such offer within said thirty (30) day period, Landlord may thereafter sell Landlord’s Interest to such persons or if Tenant fails to timely notify entities and on such terms as Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this may choose in its sole and absolute discretion and after any such sale such right of first offer shall thereupon expire not apply to any subsequent sales. In the event that Tenant timely provides to Landlord its offer to purchase Landlord’s Interest, Landlord will have an option to either sell Landlord’s Interest to Tenant on the terms and conditions set forth in Tenant’s notice (such option to be exercised by notice to Tenant within one year after the giving of Tenant’s notice) or to sell the Premises to a third party for a price not less than 95% of the price (taking into account such other material economic terms and conditions and Tenant’s obligations to pay the Tenant Closing Costs), or to not sell Landlord’s Interest until such time as Landlord again gives notice to Tenant under this subsection 28.14. If Landlord shall notify Tenant within such one year period that it has sold the Premises at a price which is not less than 95% of the price set forth in Landlord’s offering notice (but no such sale shall be made at a price less than 95% of the same price offered by Tenant without first sending Tenant a new notice as to the changed price and any such changed terms and conditions, in which event Tenant shall have a further period in which to elect to purchase at the new price or on the changed terms and conditions, as aforesaid, said further period to be thirty (30) days), all rights of Tenant under this subsection 28.14 shall be deemed void and of no further force and effect. This right of first offer shall not survive In addition, if a sale of the Premises to a third party is not effected by Landlord within the aforesaid one year period, and Tenant does not at such time elect to purchase the Premises at the price and other material economic terms on which Tenant made its original offer, the rights of Tenant under this subsection 28.14 shall not survive expiration or termination also be deemed void and of no further force and effect. Notwithstanding anything in this Lease. This provision subsection 28.14 to the contrary, this subsection 28.14 shall not apply to a transfer of Landlord’s Interest: (i) to any lender who entity or person which is not related to, affiliated with, or under common or shared control with Landlord or any person or entity which owns or controls any portion of Landlord’s Interest in the Premises, or with any constituent partner or member of either of the foregoing, or (ii) to or from an owner or affiliate intermediary in connection with Landlord’s effectuation of Landlord who accepts a deed to an exchange involving the Premises from Landlord in lieu pursuant to and including, without limitation, applicable case law or Section 1031 of foreclosure the Internal Revenue Code, as amended, or (iii) made pursuant to any sale in foreclosure of said lender’s a mortgage or exercise of a power of sale by a trustee under a deed of trust covering the Premises which does not involve a transfer, sale or other conveyance of fee title to the Premises. Notwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 28.14 are and shall remain unconditionally subordinate and junior to any deed of trust or security instrument encumbering Landlord’s interest in which said lender is beneficiarythe Premises by Landlord in favor of Landlord’s Lender (defined in Section 13.7) and any transfer or sale of Landlord’s interest in the Premises to Tenant shall be subject to the terms of the Lender’s Documents (defined in Section 28.23) pertaining to any such transfer or sale of the Landlord’s interest in the Premises.

Right of First Offer. If Landlord determines during Sublandlord hereby grants to Subtenant the initial continuing right of first offer to amend this Sublease to add any or any renewal term of this Lease in its sole and absolute discretion to sell all of the Premises remainder of the Building, and any or all of Building A (“First Offer Space”) in the event Sublandlord elects to a offer such space to sublet during the Term of this Sublease, or in the event Sublandlord decides to assign the remainder of the Master Lease to any third party party. Sublandlord will deliver written notice (excluding a transfer, sale “Offer Notice”) to Subtenant from time to time whenever Sublandlord determines that it will commence marketing any portion of the First Offer Space for sublease or conveyance to a parent corporation, controlled subsidiary, affiliate assignment or related entity of Landlord), then, prior to offering the Premises for sale entering into negotiations 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, sublet 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 portion of the Premises First Offer Space or assign the Master Lease, which Offer Notice will describe the space which Sublandlord proposes to Tenant and sublease or assign. Within ten (10) business days after Subtenant’s receipt of the Offer Notice, Subtenant may elect to enter into a binding exercise its right of first offer with respect to any of the space described in the Offer Notice by delivering written purchase agreement for the Premisesnotice (“Exercise Notice”) to Sublandlord. 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 The right of first offer shall thereupon expire not apply if, as of the date Sublandlord receives Subtenant’s Exercise Notice, Subtenant is in default of any terms, covenants or conditions of this Sublease after the expiration of any applicable notice and cure periods. If Subtenant properly exercises the right of first offer, the First Offer Space will be leased to Subtenant on the same terms and conditions as affect the original Sublease Premises (except for the Improvement Loan, which shall not be applicable), at the same Base Rent rate as then applies to the original Sublease Premises; provided, however, that Subtenant’s Proportionate Share shall be increased to take into account the additional rentable square feet of no further force the First Offer Space. The parties agree to execute an amendment to this Sublease promptly after the exercise of the right of first offer to include the First Offer Space and effectthe terms thereof. This right of first offer shall not survive be a sale continuing right and in the event Subtenant fails to lease any space offered to Subtenant, the right of the Premises first offer will continue to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate subsequent availability of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarysuch space.

Right of First Offer. If Landlord determines In the event that, during the initial period of five (5) years following the Closing Date, Seller or any renewal term of this Lease its Affiliates acquires any business or Person within the states of Texas, New Mexico or Arkansas that is engaged in its sole and absolute discretion the business of owning, leasing or operating convenience stores that sell motor fuels on a retail basis (an “Acquired Competitive Business”), Seller shall deliver written notice of Seller’s acquisition of such Acquired Competitive Business to sell all Purchaser together with a reasonably detailed description of such Acquired Competitive Business. For a period of ninety (90) days (the “Purchaser Offer Period”), Seller shall provide Purchaser with customary due diligence information as reasonably requested by Purchaser with respect to such Acquired Competitive Business. On or prior to the last day of the Premises Purchaser Offer Period, Purchaser shall have the right to a third party (excluding a transfer, sale or conveyance make the first offer to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to offering purchase such Acquired Competitive Business from Seller. Purchaser’s offer shall include 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 material financial and other terms and conditions upon under which Landlord is Purchaser would be willing to sell the Premises, however, any purchase such terms and conditions Acquired Competitive Business. Seller 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 notify Purchaser 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 Purchaser’s delivery of Landlordits offer to purchase such Acquired Competitive Business whether Seller will accept or reject Purchaser’s original notice offer. If Xxxxxx accepts Purchaser’s offer, in Seller’s sole discretion, Xxxxxx and Purchaser will negotiate in good faith definitive documents to Tenant within complete such purchase. If Seller rejects Purchaser’s offer, Seller shall have a period of six (6) months in 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises sell such Acquired Competitive Business to a third party on material terms that are more favorable to Seller than the terms offered by Purchaser. If Seller has not sold such Acquired Competitive Business to a third party on such more favorable terms within such six (6) month period, then Seller shall so notify Purchaser in writing and Seller and Purchaser will negotiate in good faith definitive documents to complete such purchase on Purchaser’s original terms. If Purchaser does not make an offer to purchase such Acquired Competitive Business, Seller shall have a period of six (6) months from the end of the Purchaser Offer Period in which to divest such Acquired Competitive Business. Seller or its Affiliate shall not survive expiration be in violation of Section 6.13(b) if Seller owns a business or termination of Person engaged in any Competitive Activity if such business or Person predates a Purchaser Competitive Location that arises after the Closing Date, so long as Seller has complied with its obligations under this Lease. This provision shall not apply Section 6.13(c) with respect to any lender who is not an owner such business or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryPerson.

Right of First Offer. If Landlord determines during Prior to the initial or any renewal term of this Lease in its sole and absolute discretion to sell all expiration of the Premises to a third party (excluding a transferconversion right, 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 Holder shall not be binding entitled to transfer this Debenture or any interest in it without first offering to transfer the entire Debenture to Borrower for a price and upon terms chosen by Holder, all as provided in this section. Any attempted transfer that does not comply with this section shall be void, and of no force or effect. Without limiting any other remedies, Borrower shall be entitled to an injunction requiring Holder to comply with the provisions of this section. The only exception to the restriction on either party unless transfer in this section is for transfer at death and until incorporated into certain lifetime transfers to family as described later in this section. If Holder wishes to transfer this Debenture in a formal written purchase agreement duly executed transaction not excepted below, Holder shall, in writing, first offer this Debenture to Borrower, stating the price and acknowledged terms upon which Holder offers to transfer the Debenture to Borrower. Any consideration in kind shall also be stated in money terms so in all cases the transfer can be closed by Landlord and Txxxxxthe payment of money. Tenant Borrower shall have fifteen (15) business days following in which to accept the offer and a total of thirty (30) business days in which to close the transfer. Time is of the essence for this transaction. Borrower shall have the right to designate a third person or persons to accept the offer, however, once the offer is accepted, Borrower, as well as any third person, shall be jointly and severally liable, including but not limited to reasonable attorneys fees and costs to the prevailing party, in case of litigation concerning the offer transaction. If Holder's offer is not accepted within the fifteen business day period, Holder shall be free to transfer the Debenture for a price and upon terms which are not more favourable to the transferee than were offered to Borrower. The transfer shall include Holder's entire interest in the Debenture. If a transfer is not contracted for within one calendar year from the date that Holder is free to offer the transfer to others, and closed within a total of such notice within which fourteen (14) calendar months from that date, then any transfer shall require a new offer to notify Landlord Borrower by Holder. The exception to Holder's obligation first to offer this Debenture to Borrower before any transfer, as provided above, is that Holder shall have the right to transfer by will to anyone and to transfer this Debenture to children, to parents, to a spouse, or parents of Tenant’s desire a spouse, or trusts for the benefit of any of them. To qualify for this exception the Holder must transfer the entire Debenture. It may be transferred to purchase more than one transferee, however, only one excepted transfer per transferee is allowed and the Premisestransferee shall not be entitled to transfer pursuant to this exception. Thus a transferee shall not be entitled to transfer without first making the offer set forth above. Each transferee, by will or otherwise, shall be required to agree to and to sign a copy of these transfer restrictions. When an excepted transfer results in multiple ownership of this Debenture and the conversion right has not expired, the owners shall designate one of their group to represent them. Borrower shall be entitled to rely upon any agreement or representation of the representative. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall have owners do not designate a representative within thirty (30) days following after a request by Borrower, Borrower shall have the date of Landlord’s original notice right to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale designate one of the Premises to Tenant and to enter into a binding written purchase agreement for owners as 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale representative of the Premises owners upon whom Borrower can rely. Within Borrower's sole discretion, Borrower shall have the right to a third party and shall not survive expiration or termination of modify this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed exception to the Premises from Landlord transfer restriction in lieu of foreclosure or order to any sale in foreclosure of said lender’s mortgage or exercise meet what Borrower considers to be appropriate family planning goals of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryHolder.

Right of First Offer. If Landlord determines during the initial any Loan Party or any renewal term of this Lease in its sole and absolute discretion their respective Subsidiaries intends to sell all obtain any loan with any lender or lenders that were not already lenders with respect to debt being refinanced, exchanged, replaced, substituted or modified, such Loan Party shall, or shall cause such Subsidiary to, first offer to Lender the opportunity to provide such Indebtedness by giving Lender written notice of the Premises to a third party such intent (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord“Borrower’s ROFO Notice”), then, which notice shall include the amount sought and the material terms requested by such Loan Party with respect‌ thereto (“Borrower’s ROFO Terms”) 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, howeverany Loan Party, any of their Subsidiaries or any of their respective Affiliates offering 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 Txxxxxopportunity to any other Person. 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 Lender shall have thirty (30) days following the date to respond to Xxxxxxxx’s ROFO Notice with a written, non-binding letter of Landlordintent to provide such Indebtedness in accordance with such terms, or on such other terms as Lender may propose and be willing to accept (“Xxxxxx’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 PremisesROFO Terms”). If Landlord and Tenant fail Xxxxxx fails to thus enter into a written purchase agreement notify Borrower of Xxxxxx’s ROFO Terms within said such thirty (30) day period, Lender shall be deemed to have declined the applicable Loan Party’s offer. If Lender declines or if Tenant is deemed to have declined the applicable Loan Party’s offer as set forth herein, the applicable Loan Party shall have the right to offer such opportunity to any other Person. If, after Lender so declines or is deemed to have declined the applicable Loan Party’s offer, such Loan Party or its Subsidiary intends to accept terms for such Indebtedness that are more favorable to the lender than Borrower’s ROFO Terms or Lender’s ROFO Terms (the “New ROFO Terms”), then such Loan Party shall be obligated again to offer such opportunity to Lender to provide such Indebtedness on the New ROFO Terms in a new written notice to Lender, in which event Lender shall have the right to accept such offer by giving Borrower a written, non-binding letter of intent containing the New ROFO Terms, within ten (10) days after Xxxxxx’s receipt of the New ROFO Terms. If Lender fails to timely notify Landlord Borrower of TenantXxxxxx’s desire to purchase the Premises ROFO Terms within the fifteen such ten (1510) day period, then Lender shall be deemed to have declined the applicable Loan Party’s offer with respect to the New ROFO Terms. Any letter of intent signed by Xxxxxx pursuant to this right Section 6.22 shall be non-binding and subject to such conditions as Lender may require, including negotiation and execution of first definitive documents acceptable to Xxxxxx and Xxxxxx’s satisfaction with such due diligence matters as Lender shall require. Failure of Lender to provide such Indebtedness for any reason following the execution and delivery of any such letter of intent or other expression of acceptance of Xxxxxxxx’s offer shall thereupon expire and be of no further force and effect. This right of first offer to provide such Indebtedness shall not survive a sale of the Premises result in any liability to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryLender.

Right of First Offer. If Landlord determines Subtenant shall have a right of first offer on the balance of Sublandlord's remaining space on the 8th Floor of the building (the "Remaining Premises"), as such space may become available (but in any event, at any time during the initial Sublease Term hereof that Sublandlord determines to cease occupying such space for its own operations), at the same rental and escalation rates as provided for herein, Sublandlord will notify Subtenant in writing of any such availability. Subtenant shall then have ten (10) business days in which to advise Sublandlord whether it will proceed with a Sublease of the Remaining Premises or any renewal term of portion thereof, which shall be memorialized by modification to this Lease Sublease which increases the rented square footage by an approximate and agreed upon 15,204 rentable square feet, and, accordingly, the Rent due under this Sublease and any such modification. If Subtenant declines to exercise such right or does not respond to Sublandlord's notice within such ten (10) business day period, then Sublandlord may sublease the Remaining Premises or any portion thereof in its sole and absolute discretion to sell all of any third party; provided, however, that: (i) Sublandlord shall not lease the Remaining Premises or any portion thereof to a third party (excluding at a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to price per square foot less than the Rent payable by Subtenant hereunder without first offering the Remaining Premises for sale or any portion thereof to third partiesSubtenant at such reduced rate, 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 (ii) if Sublandlord does 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 sublease with a third party for the Premises. If Landlord and Tenant fail Remaining Premises or any portion thereof within six (6) months after delivery of its notice of availability 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 periodSubtenant, then this Subtenant's right of first offer shall thereupon expire be renewed and a new notice of availability must be of no further force and effect. This right of first delivered to Subtenant before any offer shall not survive a sale of for the Remaining Premises to or any portion thereof is made or accepted with a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryparty.

Right of First Offer. If Landlord determines during During the initial or any renewal term of this Lease the Lease, provided that Tenant has at no time been in its sole and absolute discretion to sell all default of the Premises terms and conditions of the Lease, Tenant shall be provided an on-going Right of First Offer to a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity lease any office space on the ninth floor of Landlord), then, prior to offering the Premises for sale to third parties, Building. Landlord shall notify Tenant in writing of the availability of the office space and the terms of a lease which are acceptable to Landlord’s desire to sell the Premises. Lxxxxxxx’s If Tenant notifies Landlord within five (5) business days after receipt of said notice shall contain the general terms and conditions upon which Landlord that Tenant is willing to sell lease said space on the Premisesterms contained in the offer, howeverLandlord shall deliver to Tenant for execution an amendment to this Lease incorporating the terms of the offer, 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. which Tenant shall have fifteen execute within five (155) business days following the date of such notice within which after receipt and Landlord shall execute thereafter. Tenant's failure to timely (a) notify Landlord of Tenant’s desire 's election 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 exercise this right of first offer offer, or (b) execute said Lease amendment shall thereupon expire and be constitute Tenant's waiver of no further force and effect. This this right of first offer. However, in the event said space becomes vacant in the future, this space shall be subject to Right of First Offer terms as provided herein. In the event Tenant elects not to exercise the Right of First Offer and Landlord subsequently agrees to term third party that reduces the net rent received by the Landlord by an amount which is five percent (5%) or greater, then said offer shall again be presented to Tenant and the terms and conditions contained herein shall be applicable. This Right of First Offer is personal to Tenant and may not survive be assigned, voluntarily or involuntarily, separate from or as a sale part of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

Right of First Offer. If Landlord determines during Borrower acknowledges that as an inducement to make the initial Loan, Lender shall have the right of first offer to provide directly (or arrange with a third party lender to provide) to Borrower any renewal term of this Lease in its sole and absolute discretion replacement financing with respect to sell any or all of the Premises Collateral Properties (the "REPLACEMENT LOAN"). With respect to such right of first offer, if Borrower seeks any replacement financing with respect to any or all of the Collateral Properties, Borrower shall so notify Lender in writing (the "REPLACEMENT LOAN NOTICE"), which Replacement Loan Notice shall be accompanied by the material terms and conditions of the financing sought by Borrower. Borrower covenants and agrees that the terms and conditions set forth in the Replacement Loan Notice shall be on the then generally available and current market terms and conditions for loans being made by institutional lenders to borrowers similar to the Borrower and secured by properties similar to the Collateral Property which is the subject of the Replacement Loan Notice. If Lender advises Borrower within twenty (20) days of receipt of the Replacement Loan Notice, that Lender preliminarily believes it can provide the financing sought by Borrower, then Borrower agrees to commence a customary loan application process with Lender, and to exclusively pursue same with Lender. If Lender advises Borrower that it cannot provide the financing sought by Borrower, Borrower shall have the right to apply to a third party (excluding lender of Borrower's choice for such financing. If Borrower is prepared to make a transferloan application, sale or conveyance to accept a parent corporationloan commitment from a third party lender, controlled subsidiary, affiliate or related entity Borrower shall promptly notify Lender 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 Borrower is willing intending to sell the Premises, however, any accept from 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

Right of First Offer. If Landlord determines Buyer hereby agrees to grant Seller a right of first offer (the "Right of First Offer") with respect to any sale to a Third Party of Eligible Assets pursuant to an Eligible Transaction during the initial or any renewal term of this Lease in its sole and absolute discretion to sell all of RFO Eligible Period, under 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 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 (the "RFO Notice") identifying the Eligible Assets that Buyer intends 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"Relevant Eligible Assets"). 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 Seller shall have thirty days (30) days following from the date of Landlord’s original notice the RFO Notice to Tenant within which submit in writing to attempt to negotiate mutually acceptable terms and conditions Buyer a Binding Offer for the sale acquisition of the Premises to Tenant and to enter into a binding written purchase agreement for Relevant Eligible Assets. During the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within said 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 Third Party transferees, Seller may be authorised to provide that the terms and conditions of the Binding Offer are subject to a review of the said confidential information. In such a case, Seller must confirm the acquisition of the Relevant Eligible Assets pursuant to the Binding Offer within seven (7) days from the receipt of the said confidential information, failing which it shall be deemed to have 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 if Tenant fails implicitly by failing to timely notify Landlord of Tenant’s desire to purchase submit the Premises 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 enter into an agreement with a Third Party for the sale of the Relevant Eligible Assets, the rights of Seller hereunder with respect to the Relevant Eligible Assets shall be reinstated and the above-mentioned procedure will need to be repeated by Buyer (provided that the transfer of the Relevant Eligible Assets takes place within the RFO Eligible Period). 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) day period, then this right days from acceptance by Buyer of first offer shall thereupon expire the Binding Offer) enter into an agreement for the acquisition of the Relevant Eligible Assets under the terms and be conditions of no further force and effectthe Binding Offer. This right of first offer Buyer shall not survive a be permitted to complete the sale of the Premises to Relevant Eligible Assets with a third party 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 shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.•

Right of First Offer. If Landlord determines during Provided that the initial or any renewal term Tenant is not in Default, Tenant shall have the Right of this Lease in its sole and absolute discretion to sell all First Offer on additional marketable space (“Expansion Premises”) within the building (“Right 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, First Offer”) as it becomes available. Landlord shall notify provide Tenant with written notice of Landlord’s desire intention to sell market, including the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing economic terms, (“Notice of Intent 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 TxxxxxMarket”). Tenant shall have fifteen twenty (1520) business days following from receipt of written notice by Landlord to negotiate the date of such notice within which economics for the Expansion Premises. Except for the economics, all other terms and conditions for the Expansion Premises shall be consistent with those applicable to notify Landlord of Tenant’s desire to purchase the Premises. If Tenant thus timely notifies does not deliver to Landlord of Tenant’s desire to purchase Acceptance Notice within 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) applicable 20-business day period, Landlord shall have the right to market and lease such Expansion Premises to any person(s) other than Tenant on any terms Landlord desires and without offering or if further offering such Expansion Premises to Tenant, and Tenant fails to timely notify Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this shall have no further right of first offer shall thereupon expire and to lease such Expansion Premises pursuant to this Paragraph 47. Any Expansion Premises leased by Tenant will be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed added to the Premises as of the date provided in the offer, and the Rent will be adjusted to reflect the rent to be paid with respect to Expansion Premises in accordance with the offer. Tenant agrees to execute amendments to this Lease to reflect additions to the Premises resulting from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or the exercise of a power the Right of sale by a trustee First Offer. Tenant's lease of any Expansion Premises pursuant to this Right of First Offer will be on all the terms and conditions set forth in this Lease, with the exception of the economics, which shall be set as described above. This Right of First Offer to lease the Expansion Premises is personal to Tenant or any Permitted Transferee, and is not transferable. Notwithstanding the foregoing, Tenant shall not have the Right of First Offer under a deed this Paragraph 47 if Tenant is in Default under this Lease at the time such Expansion Premises becomes available (and Landlord shall have no obligation to deliver to Tenant any Landlord’s Notice). In addition to the Right of trust in which said lender is beneficiary.First Offer, Tenant shall have the option to expand into contiguous space or relocate to another suite if space becomes available. Terms will be negotiated at the time of such expansion or relocation. -43-

Right of First Offer. If Landlord determines during In addition to other restrictions found in this Agreement, in the initial or event any renewal term Member (such Member being herein referred to as the “Selling Member”), desires to Transfer any of this Lease its Membership Interest to any Person which is not an Affiliate of such Selling Member, and, in its sole and absolute discretion to sell all the case of Lifford, any member of the Premises to Cxxxxxxx Group (a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord“Third Party Buyer”), then, prior such Selling Member must first make a bona fide offer in good faith (including as to offering price and terms) to Transfer such Membership Interest to the Premises for sale other Members (such other Members being referred to third parties, Landlord shall notify Tenant of Landlord’s desire as the “Member Offerees”) on a pro rata basis and must Transfer such Membership Interest to sell any Member Offeree that accepts such offer as set forth below. In the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing to sell the Premises, however, event any such Selling Member desires to Transfer such offered Membership Interest, such Selling Member will notify in writing (the “Offer Notification”) the Company and the Member Offerees of such desire setting forth the amount of the Membership Interest proposed to be Transferred and the proposed purchase price thereof (the “Offered Membership Interest”) and other terms of the proposed sale (the “Terms”); provided, that the consideration must be in United States Dollars and conditions must constitute a bona fide, good faith offer. For a period of thirty (30) days following the receipt of the Offer Notification, the Selling Member and the Member Offerees shall serve only as negotiate in good faith to agree upon a basis final purchase price and terms for further negotiations the Offered Membership Interest (a “Negotiated Purchase Price”). If the Selling Member and the Member Offerees agree on a Negotiated Purchase Price, then the Member Offerees shall not be binding purchase the Offered Membership Interest at the Negotiated Purchase Price. If the Selling Member and the Member Offerees are unable in good faith to agree on either party unless a purchase price and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and Txxxxx. Tenant terms, the Member Offerees shall have the right for a period of 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 end 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 negotiation period, to elect to purchase all or if Tenant fails to timely notify Landlord any portion of Tenant’s desire its pro rata share of such Offered Membership Interest on the Terms originally set forth in the Offer Notification (the “Transfer Offer Period”). If the Member Offeree elects not to purchase the Premises within Offered Membership Interest prior to the termination of the forty-five (45) day period, such Member Offeree shall be deemed to have waived its right to purchase the Offered Membership Interest under this Section 9.3 (but not under any other section of this Agreement). If any Member Offeree desires to purchase such Offered Membership Interest, it will notify in writing (the “Purchase Notification”) the Selling Member of such desire. In the event that any Member Offeree does not elect to purchase its full pro rata share of any such Offered Membership Interest, such unpurchased Offered Membership Interest will be offered by the Selling Member to the other Member Offerees (if any) subscribing to purchase the Offered Membership Interest on a pro rata basis for a period of fifteen (15) day perioddays commencing on the expiration of the Transfer Offer Period (the “Subsequent Transfer Offer Period”); provided, however, that if there is only one other Member, there shall be no Subsequent Transfer Offer Period. In the event that, after compliance with the foregoing provisions of this Section 9.3, the Member Offerees, taken together, fail to purchase all of the Offered Membership Interest, then this (i) the Member Offerees shall have no right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale to purchase any of the Premises Offered Membership Interest (other than pursuant to a third party Section 9.4 or 9.8 below), and shall not survive expiration or termination (ii) such Selling Member may offer to Transfer all of this Lease. This provision shall not apply the Offered Membership Interest to any lender who is not an owner Person; provided, however, that any such Transfer must be made in accordance with the provisions set forth in Section 9.4 below. The closing of any purchase by the Member Offerees of any of the Offered Membership Interest as provided in this Section 9.3 will take place at the offices of the Company on such date as designated by the Member Offerees occurring within fifteen (15) days after the expiration of the Subsequent Transfer Offer Period, or affiliate if there be none, the Transfer Offer Period. At such closing, the Member Offerees will be entitled to receive customary representations and warranties from the Selling Member regarding ownership and title of Landlord who accepts a deed to the Premises from Landlord in lieu Offered Membership Interest and the Company will evidence such Transfer on the books of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarythe Company.

Right of First Offer. If Landlord determines during the initial (a) No Party (a "Transferring Party") shall Transfer any of its Shares or Subordinated Shareholder Loans to any renewal term of this Lease in its sole and absolute discretion 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 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 PremisesDirectors. Lxxxxxxx’s The written notice shall contain a description of the general 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 conditions upon which Landlord is willing any other material information necessary for the other Parties 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 make an informed decision whether to purchase the PremisesShares and/or assume the Subordinated Shareholder Loans. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall have (b) Within thirty (30) days following receipt of the date of Landlord’s original notice from the Transferring Party, each Party shall give written notice to Tenant within which all other Parties and the Board of Directors of its decision whether to attempt to negotiate mutually acceptable terms and conditions for the sale purchase all or any portion of the Premises to Tenant and to enter into a binding written purchase agreement for the Premisessuch Shares and/or assume all or any portion of such Subordinated Shareholder Loans. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day periodthe total number of Shares for which Parties have exercised such right exceeds the total number of Shares offered, or if Tenant fails to timely notify Landlord the total amount of Tenant’s desire to purchase Subordinated Shareholder Loans for which Parties have exercised such right exceeds the Premises within the fifteen (15) day periodtotal amount of Subordinated Shareholder Loans offered, then this 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 shall thereupon expire stated in Section 5.3(a) and be (b), in the event that the total number of no further force and effect. This right of first offer shall not survive a sale Shares or Subordinated Shareholder Loans accepted in writing as provided in Section 5.3(b) is less than all of the Premises Shares or Subordinated Shareholder Loans offered for Transfer, the Transferring Party may: (i) 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 Shares and/or Subordinated Shareholder Loans offered (including those accepted), or (B) if the Transferring Party so determines, only Transfer those Shares or Subordinated Shareholder Loans that were not accepted by the other Parties. In either case, the Transfer shall be made only to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate financially responsible and of Landlord who accepts a deed generally recognized good business repute at terms no more favorable than offered to the Premises from Landlord in lieu Parties, after the Transferring Party has notified the other Parties of foreclosure or to the identity of the proposed purchaser and the terms of the proposed Transfer, and after the Transferring Party has received the consent of the General Meeting of Shareholders, and any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.Government approvals required for the proposed Transfer. 5.4

Right of First Offer. If Landlord determines during the initial or any renewal term of (a) Provided that this Lease shall be in its sole full force and absolute discretion effect without default on the part of Tenant, and that the leased premises are for sale, Lessor shall first give to sell all Tenant notice 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 Lessor's willingness to sell the Premises. Lxxxxxxx’s leased premises to Tenant for the sales price set forth in such 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"Price Notice"). Tenant shall have fifteen (15) 15 days following after Lessor gives the date of such notice within which Price Notice to notify Landlord of Tenant’s desire agree to purchase the Premisesleased premises for such price or reject the Price Notice. If Tenant thus timely notifies Landlord does not return a copy of the Price Notice to Lessor indicating thereon Tenant’s desire 's unconditional agreement to so purchase within such 15-day period, the Price Notice shall be deemed rejected. If Tenant rejects or is deemed to have rejected the Price Notice, Lessor shall be free to sell the leased premises to any other person or entity at the price stated in the Price Notice or at any higher price and on such commercially comparable terms as may have been set forth in the Price Notice. If, however, Lessor does not convey the leased premises to such other person within 150 days after the date Lessor gave the Price Notice, and if the leased premises are for sale, Lessor shall again offer the leased premises to Tenant by Price Notice as provided herein, and Tenant shall have the same right to agree to purchase the Premisesleased premises or reject the Price Notice. In the event Tenant agrees to purchase the leased premises as provided herein, then the parties Lessor and Tenant shall have thirty (30) days following the date diligently and in good faith negotiate and execute a formal contract of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms and conditions sale for the sale of the Premises leased premises within ten (10) business days after such agreement is given to Tenant and to enter into a binding written purchase agreement for the PremisesTenant. If Landlord Lessor and Tenant fail to thus enter into a written purchase agreement do not succeed in so negotiating and executing such formal contract of sale within said thirty such ten (3010) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase Lessor shall convey the Premises leased premises within the fifteen (15) 150-day periodperiod as aforesaid, then this right of first offer shall then and thereupon expire be extinguished. Time is and shall be of no further force and effect. This right of first offer shall not survive a sale the essence with respect to all of the Premises to a third party and shall not survive expiration or termination of time periods set forth in this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarySUBSECTION 30(A).

Right of First Offer. If Landlord determines during Provided no event of default on the initial or any renewal term part of -------------------- Tenant exists under this Lease in its sole Lease, and absolute discretion to sell all provided that Tenant is then occupying at least 75%of the rentable square feet of the Premises to a third party (excluding a transferBuilding, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), thenLandlord shall, prior to offering the Premises for sale the Building or any portion thereof to third partiesany party, or prior to accepting any unsolicited offer for the purchase thereof, offer to Tenant the right to purchase the same under the same terms, conditions, and provisions as Landlord either proposes to sell the Building or under the same terms, conditions, and provisions as the unsolicited offer that Landlord proposes to accept. Landlord shall give Tenant written notice (a "Landlord's Notice") of its ----------------- desire to so sell the Building setting forth the complete terms, conditions, and provisions of any such sale or of any unsolicited offer it has received that it wishes to accept, including normal and customary allocations closing costs and the delivery of market title, subject only to approved exceptions. Tenant shall have a period of 14 calendar days after receipt of Landlord's Notice in which to elect to acquire the Building under the same terms and conditions as set forth in Landlord's Notice. If Tenant does not affirmatively exercise such right within such time period or otherwise fails to notify Landlord of its election not to exercise its option during such period, Tenant shall be have deemed to have rejected Landlord's offer and thereafter Landlord shall be free to sell the Building under the same (or, as to Landlord, more favorable) terms and conditions as set forth in Landlord's Notice, except that, as provided below, the purchase price may be reduced to not less than 95% of the purchase price specified in Landlord's Notice. Upon consummation of any such sale Tenant shall have no further rights under this Section 58.D., and upon request Tenant shall execute such documents as Landlord or its transferee may reasonably request to evidence the termination of Tenant's rights. If, however, Landlord shall notify Tenant of Landlord’s should desire to sell the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing Building or 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 accept an unsolicited offer for the sale of the Premises Building under terms and conditions that are less favorable to Landlord than those set forth in the Landlord's Notice, Landlord may not sell the Building without again re-offering the same to Tenant and to enter into a binding written purchase agreement in the manner herein set forth, provided that (i) for the Premises. If purpose of this Section, Landlord may sell or offer to sell the Building for a purchase price that is not less than 95% of the purchase price specified in Landlord's Notice without again reoffering the Building to Tenant, and Tenant fail to thus enter into a written purchase agreement within said thirty (30ii) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase does not close the Premises within the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises Building to a third party and within 15 months after Tenant has elected not to exercise its right under this Section, then Landlord may not consummate the sale of the Building without again reoffering the same to Tenant as provided for in this Section. Tenant's rights under this Section 58 shall not survive expiration terminate if this Lease or termination Tenant's right to possession of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord is terminated, or Tenant assigns its interest in lieu this Lease or sublets 25% or more of foreclosure or to any sale the rentable square feet of area in foreclosure of said lender’s mortgage or exercise the Premises (other than by way of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryPermitted Transfer).

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion Except as provided below, if Buyer hereafter seeks to sell or dispose of all or substantially all of the Premises Transferred Assets or any entity in which those assets comprise all or substantially all of its assets, whether by way of a sale of securities, merger, consolidation or similar proceeding, to a any unaffiliated third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord“Triggering Event”), then, prior Buyer hereby grants to offering the Premises for sale Seller a right of first offer 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 Premisesacquire those assets. 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 Buyer seeks to enter into a binding Triggering Event, it shall provide written purchase agreement for notice of the Premisesproposed Triggering Event prior to the date Buyer seeks to enter into the Triggering Event, or to commence offering that opportunity to another Person. Seller shall have sixty (60) days after the date of Buyer’s notice to notify Buyer in writing of its intent to acquire the assets or equity subject to that transaction. If Landlord Seller submits an offer for any of the assets or equity, it must submit an offer to acquire all of those assets or equity and Tenant fail the related liabilities, unless the Parties otherwise agree. The Parties shall have sixty (60) days after Seller notifies Buyer in writing of its intent to thus enter into a written acquire such assets or equity to negotiate the principal business terms of that transaction which shall consist of the net book value of the assets at the time of closing, as well the remaining useful life, which determination shall be consistent with the valuation methodology used to determine the 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 periodprice set forth herein. If they agree on those terms, then this right they shall continue to prepare definitive documents to effect that transfer on mutually acceptable terms during the next seventy- five (75) days, unless extended by a mutually agreed upon amount of first offer time in writing by both parties. If at the end of that time, the parties are unable to consummate that transaction, then Buyer shall thereupon expire be free to sell those assets or equities to any other potential purchaser for a price not materially less than the net book value, provided that the revenue from any sale to any unaffiliated third party in excess of the net book value shall be divided evenly between Buyer and be of no further force and effectSeller. This right of first offer shall not survive a sale apply to: (a) ordinary course retirements, replacements or additions to the Transferred Assets, (b) any transaction not involving all or substantially all of the Premises to a third party and shall not survive expiration Transferred Assets or termination their replacements, or (c) any sale, merger or reorganization of this Lease. This provision shall not apply to any lender who is not an owner Buyer or affiliate involving all or substantially all of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure its assets or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarysecurities.

Right of First Offer. If Landlord determines during StarCare shall have a right of first offer (“Right of First Offer”) in the initial or any renewal term of this Lease in its sole and absolute discretion event that Buyer wishes to sell all or substantially all of the Premises to a third party assets and/or business operations of any or all of the Medical Clinics acquired in the Transaction (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 including any desire by Buyer to sell the Premisesstock of Buyer which is acquiring title to the assets) (“Covered Sale”). Lxxxxxxx’s StarCare can assign its Right of First Offer to any StarCare Affiliate, including but not limited to Prospect Professional Care Medical Group, Prospect NWOC Medical Group, and Prospect Medical Group (collectively, the “Prospect IPAs”). References to the rights of StarCare in this Section 4.2 shall be deemed to include references to each StarCare Affiliate. If at any time Buyer desires to make a Covered Sale then, Buyer shall furnish StarCare a notice shall contain setting forth the general terms and conditions upon which Landlord is willing conditions, determined by Buyer, of its requirements 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 Txxxxxmake its desired Covered Sale (“ROFO Notice”). 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 StarCare shall have thirty (30) days following after receipt of the date ROFO Notice to elect, in writing, to be the purchaser of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable the Covered Sale at the price and on the such terms and conditions for set forth in the sale ROFO Notice. StarCare’s silence shall be deemed a rejection of the Premises right to Tenant and to enter into a binding written purchase agreement for be the Premisespurchaser of the Covered Sale. If Landlord StarCare timely and Tenant fail properly elects to thus enter into be the purchaser of the Covered Sale, the closing shall take place within 90 days of the ROFO Notice. The purchase price shall be paid in full in cash at closing or, at the election of StarCare, 45% in cash at closing and 55% by means of a promissory note with 12 equal monthly installments bearing interest on the unpaid balance at 5% interest, secured by the assets or stock purchased in the Covered Sale. If StarCare does not timely elect to be the purchaser of the Covered Sale, Buyer shall be free to make the Covered Sale to any other purchaser, provided that if Buyer intends to make such Covered Sale at a price less than 95% of the price described in the ROFO Notice or on terms materially more favorable to a purchaser than those set forth in the ROFO Notice, Buyer shall give StarCare written notice setting forth the applicable purchase agreement within said price and terms and conditions, and StarCare shall have thirty (30) day perioddays to elect in writing to be the purchaser of the Covered Sale at such purchase price and on such terms and conditions. Notwithstanding the foregoing, a sale by Buyer exclusively of all or if Tenant fails to timely notify Landlord any portion of Tenantthe assets of the worker’s desire to purchase compensation portion of the Premises within the fifteen (15) day periodClinic Assets, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive be a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryCovered Sale hereunder.

Right of First Offer. If Landlord determines Before entering into a lease for all or any portion of the third floor space in the Building other than the demised premises (the "Additional Space") during the initial or original Lease Term, and so long as Tenant is not then in breach of the Lease at any renewal time prior to execution of the lease for the additional space as provided below, Landlord will notify Tenant of the Base Annual Rent and rental increases ("Rental Terms") on which it would be willing to lease the Additional Space to Tenant. The Landlord agrees that the Rental Terms shall be based upon the Additional Space's reasonable market rental value as reasonably determined by Landlord. If within ten (10) days after receipt of Landlord's notice, Tenant agrees in writing to lease the Additional Space for a term not to exceed the remaining original Lease Term at the Rental Terms, Landlord and Tenant will execute a lease for the Additional Space within ten (10) days after Landlord's receipt of this Lease in Tenant's notice of intent to lease on all the same terms as the Lease, except for the Rental Terms, tenant improvement allowance, free parking and other matters which are dependent upon the rentable area of the demised premises, such as Tenant's Percentage of Operating Expenses. If Tenant does not deliver its sole and absolute discretion notice of intent to sell lease 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 Additional Space offered in 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 's 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 such ten (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 (3010) day period, or if Landlord and Tenant fails to timely notify Landlord of Tenant’s desire to purchase do not enter into a fully executed lease for the Premises Additional Space within the fifteen such ten (1510) day period, then this right of first offer shall thereupon expire to lease the Additional Space will lapse and be of no further force effect and effectLandlord will have the right to lease the Additional Space or any portion of the Additional Space to a third party on the same or any other terms and conditions, whether or not such terms and conditions are more or less favorable than those offered to Tenant. This right of first offer to lease is personal to Tenant and its legal successors and is not transferable to any permitted assignee or subtenant. This right of first offer shall not survive a sale be subject and subordinate (i) to any renewal rights, expansion options, rights of first refusal, rights of first offer and similar tenant rights previously granted to any tenant of the Premises Building and their respective successors and assigns, and (ii) to a third party any renewal rights, expansion options, first refusal, rights of first offer and shall not survive expiration or termination similar tenant rights granted by Landlord to any tenant leasing any portion of the Additional Space after the Tenant declined to exercise its right of first offer. Time is of the essence with respect to the provisions of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryArticle.

Right of First Offer. If Landlord determines during may sell, convey, or transfer its interest in the initial or any renewal term Property subject to and in accordance with the terms of this Lease Lease. In order to transfer its interest in its sole and absolute discretion to sell all the Property, Landlord must first have offered the sale of the Premises Property 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 partiesTenant. First, Landlord shall notify must give notice in writing (“Landlord Transfer Notice”) to Tenant of stating Landlord’s desire to sell make a sale and stating the Premisesprice and other material terms proposed for the transfer (collectively, “Landlord Offer Terms”). 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 Within thirty (30) calendar days following after receipt of the date Landlord Transfer Notice, Tenant shall have a right of Landlord’s original first offer (“Tenant Right of First Offer”) to acquire the assets proposed to be transferred, pursuant to the Landlord Offer Terms. To exercise the right of first offer, Tenant must provide written 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 periodperiod and must within forty-five (45) calendar days after giving such notice execute and deliver to Landlord a contract in form and substance reasonably acceptable to Landlord and Tenant, or if containing the Landlord Offer Terms and such other terms as the parties may agree on, provided that such other terms must be reasonable and customary for a transaction of such type. If Tenant fails delivers a contract to timely notify Landlord and is working in good faith with Landlord to negotiate and finalize the terms of Tenant’s desire to purchase such agreement but the Premises parties have not executed the same within the fifteen such forty-five (1545) day period, then this such period shall be extended for an additional thirty (30) days, so long as Tenant continues to work in good faith with Landlord to finalize and execute such agreement. If a Landlord Transfer Notice is given and Tenant has not exercised the right of first offer shall thereupon expire within thirty (30) calendar days after receipt of the Landlord Transfer Notice, or if having timely exercised the right of first offer, Tenant has not executed and delivered a contract reasonably acceptable to Landlord and Tenant within the forty-five (45) day period (as the same may be of no further force and effect. This extended), then without limiting any rights Landlord may have, the right of first offer set forth herein shall automatically expire and Landlord thereafter shall be free to sell the assets pursuant to the Landlord Offer Terms or at any price which is not survive a sale less than 95% of the Premises to a third party and shall not survive price specified in the Landlord Offer Terms. If, within six (6) months after (a) the expiration of the time period in which Tenant had the right of first offer, or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to (b) the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure expiration of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.forty-five (45) day period (as the same may be extended), as applicable, Landlord does not enter into a

Right of First Offer. If At such time and from time to time, should Landlord determines during desire to sell Landlord’s Interest in the initial Premises, or any renewal term larger tract of this Lease in its sole and absolute discretion to sell all land of which the Premises may be a part (“Landlord’s Interest”) to a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of unaffiliated with Landlord), then, prior to offering the Premises for sale to third parties, Landlord shall notify give Tenant of Landlord’s desire to sell the Premises. Lxxxxxxx’s written 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 Premisesdesire. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall have Within thirty (30) days following the date of Tenant’s receipt of such notice, Tenant, if Tenant desires to purchase Landlord’s original Interest, shall give Landlord notice of its intention to Tenant within which to attempt to negotiate mutually acceptable purchase Landlord’s Interest and the price and other material economic terms and conditions for on which it offers to make such purchase. In the sale of the Premises to event Tenant and to enter into a binding written purchase agreement for the Premises. If does not provide Landlord and Tenant fail to thus enter into a written purchase agreement with such offer within said thirty (30) day period, Landlord may thereafter sell Landlord’s Interest to such persons or if Tenant fails to timely notify entities and on such terms as Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this may choose in its sole and absolute discretion and after any such sale such right of first offer shall thereupon expire not apply to any subsequent sales. In the event that Tenant timely provides to Landlord its offer to purchase Landlord’s Interest, Landlord will have an option to either sell Landlord’s Interest to Tenant on the terms and conditions set forth in Tenant’s notice (such option to be exercised by notice to Tenant within one year after the giving of Tenant’s notice) or to sell the Premises to a third party for a price not less than 95% of the price (taking into account such other material economic terms and conditions and Tenant’s obligations to pay the Tenant Closing Costs), or to not sell Landlord’s Interest until such time as Landlord again gives notice to Tenant under this subsection 28.14. If Landlord shall notify Tenant within such one year period that it has sold the Premises at a price which is not less than 95% of the price set forth in Landlord’s offering notice (but no such sale shall be made at a price less than 95% of the same price offered by Tenant without first sending Tenant a new notice as to the changed price and any such changed terms and conditions, in which event Tenant shall have a further period in which to elect to purchase at the new price or on the changed terms and conditions, as aforesaid, said further period to be thirty (30) days), all rights of Tenant under this subsection 28.14 shall be deemed void and of no further force and effect. This right of first offer shall not survive In addition, if a sale of the Premises to a third party is not effected by Landlord within the aforesaid one year period, and Tenant does not at such time elect to purchase the Premises at the price and other material economic terms on which Tenant made its original offer, the rights of Tenant under this subsection 28.14 shall not survive expiration or termination also be deemed void and of no further force and effect. Notwithstanding anything in this Lease. This provision subsection 28.14 to the contrary, this subsection 28.14 shall not apply to a transfer of Landlord’s Interest: (i) to any lender who entity or person which is not related to, affiliated with, or under common or shared control with Landlord or any person or entity which owns or controls any portion of Landlord’s Interest in the Premises, or with any constituent partner or member of either of the foregoing, (ii) to or from an owner or affiliate intermediary in connection with Landlord’s effectuation of Landlord who accepts a deed to an exchange involving the Premises from Landlord in lieu pursuant to and including, without limitation, applicable case law or Section 1031 of foreclosure the Internal Revenue Code, as amended, or (iii) made pursuant to any sale in foreclosure of said lender’s a mortgage or exercise of a power of sale by a trustee under a deed of trust covering the Premises which does not involve a transfer, sale or other conveyance of fee title to the Premises. Notwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 28.14 are and shall remain unconditionally subordinate and junior to any deed of trust or security instrument encumbering Landlord’s interest in which said lender is beneficiarythe Premises by Landlord in favor of Landlord’s Lender (defined in Section 13.7) and any transfer or sale of Landlord’s interest in the Premises to Tenant shall be subject to the terms of the Lender’s Documents (defined in Section 28.25) pertaining to any such transfer or sale of the Landlord’s interest in the Premises.

Right of First Offer. If Landlord determines during So long as Tenant is not in default under this Lease, on the initial or terms and conditions set forth in this Paragraph 46.4, Tenant shall have a right of first offer to lease any renewal term of this Lease in its sole and absolute discretion to sell all contiguous space on the first floor lobby level of the Premises Building if and when it becomes available (the "RFO Space"). RFO Space will not be considered available if the tenant occupying the RFO Space agrees with Landlord to a extend or renew its lease. Prior to leasing RFO Space to any third party (excluding other than a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity current tenant of Landlordthe RFO Space), then, prior to offering Landlord will first advise Tenant in writing of the Premises amount of available RFO Space and the date the available RFO Space will be available for sale to third parties, Landlord shall notify Tenant the commencement 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 Txxxxxtenant improvement work. Tenant shall have fifteen seven (157) business days following the date of after receiving such notice within which from Landlord to notify Landlord in writing that Tenant desires to expand the Premises to include all of the available RFO Space. If tenant does not timely notify Landlord of Tenant’s 's desire to purchase lease the Premisesavailable RFO Space, Landlord shall be free to lease the available RFO Space to any person or entity on whatever terms or conditions Landlord desires. If Tenant thus timely notifies Landlord of Tenant’s 's desire to purchase lease all the Premisesoffered RFO Space, then Landlord and Tenant (or their representatives) shall promptly commence good faith negotiations regarding the parties terms and conditions on which this Lease shall be amended to include the available RFO Space. If Landlord and Tenant have not reached agreement in writing on the such terms and conditions within thirty (30) days following after the date Landlord receives Tenant's written notice exercising its rights under this Paragraph 46.4, which agreement shall be evidenced only by the execution of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable a written lease amendment setting forth such terms and conditions for conditions, unless otherwise agreed in writing by Landlord and Tenant, Tenant's exercise of its rights under this Paragraph 46.4 with respect to the sale offered RFO Space will expire, and Tenant shall not be obligated to lease the RFO Space from Landlord, and Landlord shall be free to lease the RFO Space (or any portion thereof) to any person or entity it desires. Tenant's rights under this Section 28(c) shall be null and void if Tenant has subleased any portion 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 assigned any of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of its rights under this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

Right of First Offer. It is agreed and understood that Subtenant shall have the right of first offer to sublease additional portion(s) of the Building on the terms and conditions set forth herein provided (i) the Subtenant is not then in default under this Sublease, beyond any period for cure thereof, (ii) the Subtenant is then occupying all of the Subleased Premises and conducting business therein, and (iii) this Sublease is then in full force and effect If Landlord determines at any time during the initial or any renewal term of this Lease in its sole and absolute discretion Sublease, the Sublandlord wishes to sell all sublease a portion of the Premises Building (not then occupied by the Subtenant), to a third any party (excluding a transfer, sale other than to the Prime Landlord or conveyance to a parent corporation, controlled subsidiary, affiliate any constituent or related affiliated entity of the Prime Landlord), thenand excluding any portion of the Building which the Sublandlord is taking back for its own use or which the Prime Landlord or any constituent or affiliated entity of the Prime Landlord is taking back from the Sublandlord, prior then in such event the Sublandlord must first offer to offering sublease such portion(s) of the Premises for sale Building to third parties, Landlord the Subtenant. Sublandlord shall first notify Tenant the Subtenant in writing ("Sublandlord's Offer") of Landlord’s desire to sell the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing it wishes to sell sublease the Premisesportion of the Building, howeverincluding at a minimum the Base and Additional Rent, the length of the term, a description of the size and location of the premises, and any terms of such sublease that will differ materially from the terms of this Sublease. The Subtenant shall have a period of fifteen business days from the receipt of such Sublandlord's Offer within which to accept same, in which event Sublandlord and Subtenant shall enter into a sublease of such portion of the Building on the terms and conditions of Sublandlord's Offer and to the extent not specified in the Sublandlord's Offer, on the terms and conditions of this Sublease. If Subtenant fails to accept the Sublandlord's Offer, which shall serve only as a basis for further negotiations include the acceptance of the terms 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 conditions referenced therein, within the aforesaid 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 Premisesdays, then Subtenant's right to sublease 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 portion of the Premises to Tenant Building referenced in such Sublandlord's Offer shall be void 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 shall thereupon expire and be of have no further force and effect. This right of first offer shall not survive a sale It is agreed and understood that any acceptance by the Subtenant of the Premises to a third party and Sublandlord's Offer shall not survive expiration be without contingencies, conditions, or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarymodifications.

Right of First Offer. If Landlord determines (A) COVENANT CREATING RIGHT OF FIRST OFFER. Subject to Subsection 23(B) below, if, at any time during the initial or any renewal term Term of this Lease in its sole and absolute discretion to sell all of the Premises to a third party (excluding a transferAgreement, 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 Licensor desires to sell the Premises. Lxxxxxxx’s Hotel System for operating the hotel aspects of a Hotel/Casino establishment in Tunica, Mississippi (the "TUNICA RIGHTS"), Licensor shall first send written notice of such election to Licensee (the "OFFER NOTICE"), which Offer Notice shall contain generally specify the general terms initial fee (i.e., Territory Fee), recurring fees (i.e., Annual Fee and conditions upon Continuing Fee), and term, if any for which Landlord Licensor 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 TxxxxxTunica Rights (the "OFFER TERMS"). Tenant Licensee shall have fifteen ninety (1590) days following from 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 its receipt of the Premises Offer Notice to Tenant and provide Licensor written notice (the "ACCEPTANCE NOTICE") of Licensee's intent 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 exercise its right of first offer ("ROFO"). In addition to evidencing Licensee's election to purchase the Tunica Rights for the Offer Terms, the Acceptance Notice shall thereupon expire and specify a closing date for such sale, which date shall be of no further force and effect. This right of first offer shall not survive a sale more than sixty (60) days after the date of the Premises Acceptance Notice. The failure of Licensee to a third party and exercise its ROFO within such ninety (90) day period shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed result in the ROFO being waived as to the Premises from Landlord in lieu Tunica Rights. If: (i) Licensee does not timely exercise its right to purchase the Tunica Rights (or any portion thereof) pursuant to this Agreement; (ii) Licensee gives written notice to Licensor of foreclosure Licensee's election to waive its ROFO with respect to the Tunica Rights; or (iii) having exercised its ROFO, Licensee fails to any sale in foreclosure close on the purchase of said lender’s mortgage the Tunica Rights at the Offer Terms within sixty (60) days after the date of the Acceptance Notice, then Licensor shall be free to sell the Tunica Rights (free and clear of Licensee's ROFO) for not less than ninety-five 95% of the Offer Terms and upon such other terms as Licensor may desire, for a period of one (1) year after the later of (x) the date of the Offer Notice, or exercise of a power of sale by a trustee under a deed of trust in (ii) if Licensee elects to purchase the Tunica Rights but fails to timely close at the Offer Terms, then the date which said lender is beneficiarysixty-one (61) days after the Acceptance Notice (the "OPEN SALE PERIOD").

Right of First Offer. If Tenant shall have a period of ten (10) days following receipt of Landlord's First Availability Notice to notify Landlord determines during in writing of Tenant's election to purchase the initial or any renewal term Premises ("Tenant's Acceptances"), which purchase of the Premises pursuant to Tenant's First Right of First Offer shall be upon the exact terms and conditions contained in the Purchase and Sale Agreement attached to this Lease as Addendum 2 ("Purchase Agreement"). Within three (3) business days after Tenant timely and properly delivers Tenant's Acceptance to Landlord, Landlord and Tenant shall execute and deliver to the other and to Title Company (as defined in the Purchase Agreement) two (2) originals of the Purchase Agreement and the parties shall proceed under the terns of the Purchase Agreement. If Tenant declines Landlord's First Availability Notice, or if Tenant fails to deliver to Landlord Tenant's Acceptance within the time specified herein or if Tenant requests modifications, changes or amendments to the Purchase Agreement, it shall be deemed that (i) Tenant has elected not to purchase the Premises; and (ii) Landlord may thereafter enter into negotiations with any person or entity and/or negotiate with an consummate an agreement to sell the Premises to any person or entity on any terms and conditions Landlord, in its sole and absolute discretion to sell all discretion, shall deem desirable. Time is 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 essence herein. In the event Tenant shall not purchase the Premises for sale pursuant to third parties, Tenant's First Right of First Offer and in the event 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 thereafter 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 consummate the sale of the Premises to such other entity or person described in subsection (i) of the immediately preceding paragraph, Tenant shall have a Second Right of First Offer during the balance of the initial Term in the event Landlord shall decide to sell the Premises during such time period. Such Second Right of First Offer shall be upon and subject to enter into a binding written the same terms and conditions set forth above with respect to Tenant's First Right of First Offer except (i) with respect to this Second Right of First Offer, the purchase agreement price for the Premises. If Premises shall no longer be the Purchase Price (as defined in the Purchase Agreement) set forth in the Purchase Agreement and Landlord shall no longer be bound by such Purchase Price but rather, the purchase price for the Premises shall be determined solely by Landlord in Landlord's business judgment; (ii) with respect to this Second Right of First Offer, Landlord shall only give Tenant written notice that Landlord intends to sell the Premises (Landlord's Second Availability Notice") in the event Landlord decides to sell the Premises during the balance of the initial Term and, in the event Landlord shall not desire or decide to sell the Premises during the balance of the initial Term, Landlord shall be under no obligation whatsoever to deliver to Tenant Landlord's Second Availability Notice; and Tenant fail (ii) that, upon Tenant's failure to thus enter into a written purchase agreement deliver Tenant's Acceptance to landlord within said thirty the ten (3010) day periodperiod following delivery by Landlord (if at all) to Tenant of Landlord's Second Availability Notice or upon Tenant's declining this Second Right of First Offer or upon Tenant requesting modifications, change or if amendments to the Purchase Agreement, this Second Right of First Offer (and all rights of Tenant fails to timely notify Landlord of Tenant’s desire to purchase the Premises within the fifteen (15under this Addendum 1) day period, then this right of first offer shall thereupon expire terminate and be of no further force or effect and effectit shall be deemed that (a) Tenant has elected not to purchase the Premises; and (b) Landlord may thereafter enter into negotiations with any person or entity and/or negotiate with and consummate an agreement to sell the Premises to any person or entity on any terms and conditions Landlord, in its sole and absolute discretion, shall deem desirable. Time is of the essence herein. This right Right of first offer shall First Offer is personal to Tenant and may not survive be assigned, voluntarily or involuntarily, separate from or as a part of the Lease. Until the consummation of the purchase and sale of the Premises to a third party Tenant, this Lease shall remain in full force and effect. Upon consummation of the purchase and sale of the Premises to Tenant, this Lease shall not survive expiration terminate and be of no further force or termination effect. In the event the Premises are sold to any person or entity other than Tenant during the term this Lease or in the event Landlord and Tenant fail to consummate the purchase and sale of the Premises pursuant to the terms and conditions of the Purchase Agreement, Tenant shall remain in possession of the Premises subject to the terms, covenants, conditions and provisions of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed and Tenant represent and warrant to the Premises from Landlord other that no person or entity shall be entitled to a brokerage or real estate commission of any kind in lieu connection with the subject matter of foreclosure or this Addendum 1. ADDENDUM 2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into as of this day of _________, _______ (the "Agreement Date"), by and between Lincoln-RECP Great Oaks OPCO, LLC, a Delaware limited liability company ("Seller"), and Jabil Circuit, Inc., a Delaware corporation ("Buyer"), with reference to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarythe following facts.

Right of First Offer. If (a) Before Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to may sell all of the Premises to a any third party (excluding a transferparty, sale or conveyance including, without limitation, pursuant to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to offering the Premises for sale to third partiesan unsolicited offer, Landlord shall notify Tenant of Landlord’s desire must first offer to sell the Premises. LxxxxxxxPremises to Tenant by giving written notice ("Landlord’s notice shall contain Offer") of the general terms and conditions upon on which Landlord is willing to sell the PremisesPremises (including, howeverwithout limitation, any such terms purchase price, deposit, closing date 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 Txxxxxcondition of title). 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 will have thirty (30) days following after the date of receipt of Landlord’s original notice to Tenant Offer within which to attempt to negotiate mutually acceptable notify Landlord that Tenant accepts Landlord’s Offer on the terms and conditions for the sale therein contained. Failure of the Premises Tenant to Tenant and respond, as aforesaid, to enter into a binding written purchase agreement for the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement Landlord’s Offer within said thirty (30) day periodperiod shall be deemed a rejection thereof, and upon Landlord’s request, Tenant shall promptly execute and deliver to Landlord a certificate reciting that Tenant received Landlord’s Offer and rejected or if failed to accept said Landlord’s Offer (however, any failure of Tenant fails to timely notify Landlord deliver such certificate will not affect any such rejection). If Tenant accepts Landlord’s Offer, the closing of Tenantsuch sale to Tenant will take place pursuant to the terms of Landlord’s desire to purchase the Premises Offer. If Tenant rejects or does not accept Landlord’s Offer in writing within the fifteen aforementioned thirty (1530) day period, then this Landlord may sell the Premises to any other person at a price equal to or greater than ninety-five percent (95%) of that set forth in Landlord’s Offer and upon terms and conditions not materially more favorable to the buyer than those set forth in Landlord’s Offer within nine (9) months after the date of Landlord’s Offer. At the end of such nine (9) month period, the right of Landlord to sell the Premises free from the right of first offer hereby granted will terminate, and the provisions of this Section 31 will apply to any subsequent proposed sale of the Premises by Landlord, to the extent still applicable. Notwithstanding the foregoing, in the event the Landlord enters into a valid and binding purchase and sale agreement with a prospective buyer, which agreement is fully executed by both parties and delivered within such nine (9) month period, then, in such event, upon written notice thereof to Tenant, together with substantiating evidence of such executed agreement, such nine (9) month period shall thereupon expire be extended up to and be including an additional three (3) months, within which Landlord and the prospective purchaser may close on the sale of no further force and effectthe Premises. This right of first offer shall remain in full force and effect solely throughout the Term of this Lease, but shall expire contemporaneously and be inapplicable if this Lease is terminated or Tenant is dispossessed by reason of a default by Tenant hereunder. (b) Notwithstanding any provision in Section 31(a) to the contrary, the provisions of this Section 31 shall not survive a apply in any event to the intra-familial sale or transfer of the Premises to a third party and shall not survive expiration members, principals, shareholders or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate beneficial owners of Landlord who accepts a deed to or their respective families including without limitation, parents, children, aunts, uncles and cousins, or trusts therefor, or the Premises from Landlord estate of an individual holder of an interest in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryLandlord. Section 32.

Right of First Offer. If Landlord determines during the initial to offer for sale or ground lease, all or any renewal term of this Lease in its sole and absolute discretion to sell all portion of the Premises solely for the construction of a parking garage or facility and for no other purpose, Landlord may not exercise its right of termination set forth in Subsection 2.2 without first complying with the provisions of this Section 30. Landlord shall give Tenant notice that it proposes to offer to another, all or a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity portion 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 sole use as a basis for further negotiations free standing parking garage 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 Txxxxxdesignate that portion of the Premises subject to the proposed construction. 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 delivery of Landlord’s original such notice to Tenant within which to attempt to negotiate mutually acceptable advise the Landlord of the terms and conditions for on which it would be willing to purchase or ground lease the sale portion of the Premises to Tenant and to enter into a binding written purchase agreement for the Premisesdesignated in Landlord’s notice. If Tenant fails to respond to Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, then Landlord may sell or if ground lease without restriction that portion of Premises specified in Landlord’s notice to a non-affiliated third party and may withdraw such portion from this Lease effective as provided in Subsection 2.2. If Tenant fails makes a proposal to timely notify Landlord of within said thirty (30) day period, Landlord may either accept the proposal or negotiate with Tenant. If Landlord and Tenant do not enter into a definitive agreement within forty-five (45) days following Tenant’s desire response, then Landlord shall be free to purchase enter in a sale transaction or a ground lease with a non-affiliated third party provided that the Premises terms and conditions of such sale or ground lease are no more advantageous to Landlord than Tenant’s last proposal (specifically, Tenant’s last sale proposal if Landlord intends to sell, or Tenant’s last ground lease proposal if Landlord intends to ground lease) prior to the expiration of such forty-five (45) day period. If as part of its proposal Tenant does not offer both a ground lease and sale option and Landlord and Tenant does not enter into a definitive agreement within the fifteen said forty-five (1545) day period, then this right Landlord will be free to sell or ground lease to a non-affiliated third party, as the case may be (i.e., whichever of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall the two [sale or ground lease] Tenant did not survive a sale include in its proposal), the portion of the Premises specified in Landlord’s notice without limitation if Tenant failed to a third party and shall not survive expiration or termination of this Leaseinclude such alternative in its proposal to Landlord. This provision shall not apply to any lender who is not an owner or affiliate of To be clear, in such event Landlord who accepts a deed would still be subject to the Premises from Landlord in lieu “no more advantageous” provision set forth above as to the type of foreclosure transaction (sale or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryground lease) that Tenant did propose.

Right of First Offer. If Landlord determines As long as Tenant has not been in default during the initial or any renewal term Term of the Lease and is not in default under the Lease at the time of its exercise of this Lease right, and so long as this right is exercised in its sole connection with an expansion of Tenant's Premises and absolute discretion for no other purpose, and subject to sell all the prior rights of any other tenant in the Building, Landlord hereby grants to Tenant a one-time right of first offer on the terms and conditions contained in this paragraph to lease any space located in the east side of the Premises to a third party Building which becomes available for lease (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlordthe "Offer Space"), then, prior to offering . In the Premises event any Offer Space becomes available for sale to third partieslease during the Term, Landlord shall notify give notice thereof to Tenant of Landlord’s desire to sell the Premises. Lxxxxxxx’s which notice shall contain the general terms and conditions upon under which Landlord is willing to sell lease the PremisesOffer Space. Within seven (7) business days of such notice, howevertime being of the essence, any such Tenant shall give Landlord notice that it either does or does not wish to lease the Offer Space on the terms and conditions contained in Landlord's notice. In the event Tenant's notice provides that it does not wish to lease the Offer Space or if Tenant fails to give Landlord notice of its desires respecting the Offer Space within the foregoing required seven (7) day period, then Landlord shall serve only as be entitled to proceed to market and/or lease the Offer Space to a basis for further negotiations third party free and clear of Tenant's right of first offer and such right shall not be binding on either party unless deemed terminated in all respects and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and Txxxxx. Tenant shall have fifteen no further rights of first offer. In the event Tenant gives Landlord a notice as required in the preceding paragraph that it wishes to lease the Offer Space on the terms and conditions contained in Landlord's notice to it, then Landlord and Tenant shall have twenty (1520) days following from the date of such the notice within which to notify Landlord of Tenant’s desire to purchase amend this Lease by adding the Premises. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase Offer Space on 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 contained in Landlord's notice. In the sale of the Premises to Tenant and to enter into a binding written purchase agreement for the Premises. If event Landlord and Tenant fail to thus enter into a written purchase agreement sign such amendment to this Lease using good faith efforts within said thirty twenty (3020) day period, or if Tenant fails to timely notify Landlord time being of Tenant’s desire to purchase the Premises within the fifteen (15) day periodessence, then this right of first offer Landlord shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of entitled to proceed to market and/or lease the Premises Offer Space to a third party free and clear of such right and such right shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord be deemed terminated in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryall respects.

Right of First Offer. If Tenant shall have a right of first offer to purchase the Premises in the event Landlord determines desires to sell (or otherwise transfer) the same. Should Landlord desire to sell (or otherwise transfer) the Premises during the initial or any renewal term of this Lease in its sole and absolute discretion to sell all Term 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 partiesLease, Landlord shall notify provide Tenant of Landlord’s desire written notice thereof prior to sell engaging any brokerage services or otherwise marketing 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 TxxxxxPremises or soliciting offers. 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 from receipt of such notice in which to submit an offer to purchase to Landlord. If Landlord accepts such offer, the date closing of such purchase and sale shall occur on or before the sixtieth (60th) day after Landlord’s original notice acceptance of the offer. If Landlord does not accept Tenant’s offer, Landlord may proceed to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale of sell the Premises to Tenant and to enter into a binding written purchase agreement any other party for any amount that is not less than ninety-five percent (95%) of the Premisesamount offered by Tenant. 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 The right of first offer set forth in this Section 20 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of or effect upon the Premises to a third party and shall not survive expiration or termination of this Lease. This provision Lease (unless Tenant shall not have received notice of Landlord’s desire to sell, or otherwise transfer, the Leased Property prior to such expiration or termination, in the which case, the terms of this Section 20 shall continue to apply to any lender who is not such notice). Solely in the event that either (i) Landlord receives an owner or affiliate unsolicited offer for the purchase of Landlord who accepts a deed to the Premises that Landlord intends to accept or (ii) Landlord intends to accept an offer to purchase the Premises that is less than 95% of the amount offered by Tenant, Tenant shall have a right of first refusal to purchase the Premises on the same terms as offered by Landlord. In either case, Landlord shall give Tenant written notice of Landlord’s intent to accept the offer to purchase. Tenant shall have thirty (30) days from the receipt of such notice to give Landlord written notice of Tenant’s intent to purchase the property at the price and on the terms set forth in lieu the offer received by Landlord. In the event Tenant timely gives such notice, Landlord shall be obligated to enter into a contract with Tenant for the purchase and sale of foreclosure or to any sale the Lease Premises at the price and on the terms set forth in foreclosure of said lender’s mortgage or exercise of a power of sale the offer received by a trustee under a deed of trust in which said lender is beneficiaryLandlord.

Right of First Offer. If Section 33.1 Landlord determines agrees that if at any time during the initial or any renewal term of this Lease in its sole and absolute discretion to sell all Lease, as the same may be extended by agreement 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 Demised Premises, howeverthen in such event, any before placing the same for sale on the open market, Landlord shall first offer the Demised Premises to Tenant by advising Tenant of the purchase price it wants for the Demised Premises and all other relevant terms of 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 Txxxxxsale (the "Tenant's Right of First Offer"). Tenant shall thereafter have fifteen (15) days following the date a period 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 to notify Landlord of its acceptance or rejection of such offer. Failure to respond within such thirty (30) day period shall conclusively be presumed to be a rejection of such offer. If Tenant accepts such offer, the parties shall close the purchase and sale transaction within sixty (60) days following the date expiration of the above-mentioned thirty (30) day period. If Tenant shall reject such offer, Landlord shall have the right to place the Demised Premises for sale on the open market and to sell the same at a price which is at least equal to the price set forth in Landlord’s original notice 's offer to Tenant within and on terms which are no less onerous than the terms offered to attempt Tenant. In the event that Landlord is unable to negotiate mutually acceptable terms and conditions for the consummate a sale of the Demised Premises to Tenant at such price and to enter into a binding written purchase agreement for on such terms within six (6) months following the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within expiration of said above-mentioned thirty (30) day period, or if Tenant fails to timely notify Landlord Tenant's Right of Tenant’s desire to purchase First Offer shall be reinstated on the Premises within same terms as set forth above. It is specifically conditioned and agreed that in the fifteen (15) day period, then this right event of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a the sale of the Demised Premises to a third party pursuant to the terms of this Article 33, the Tenant's Right of First Offer shall lapse and shall not survive expiration or termination be binding upon such third party purchaser. It is also understood and agreed that Tenant's Right of this Lease. This provision First Offer shall not apply be applicable to any lender who is not an owner transfer of the Demised Premises which Landlord shall at any time elect to make to issue or affiliate other family members of the principals of the Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure a trust or trusts established for such individuals for estate planning purposes; provided that, the provisions of said lender’s mortgage or exercise Tenant's Right of First Offer shall be binding upon such a power of sale by a trustee under a deed of trust in which said lender is beneficiarytransferee.

Right of First Offer. Section 22.1 If Landlord determines at any time during the initial Term, Tenant, Operating Subtenant, Guarantor or their Affiliates (each, for purposes of this Article, an “Owner”) desire to obtain a bona fide offer from, or make a bona fide offer to, any third party for the financing of any development, construction, and/or expansion of any skilled nursing facility, assistant living facility, residential care facility, independent living facility, or other healthcare related assets, or any renewal term of this Lease in its sole and absolute discretion to sell all interest therein, including, without limitation, any expansion of the Premises to a third party Facilities (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlordthe “Offer Property”), thensuch Owner shall promptly deliver to Landlord a written request for proposal for such financing, prior which written request shall set forth the proposed transaction insufficient detail to offering respond to the Premises request for sale to third partiesproposal (the “First Offer Notice”). Landlord may, 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 after receipt of the date First Offer Notice, elect to finance the development, construction, and/or expansion of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable such Offer Property on the same terms and conditions for as those set forth in the sale First Offer Notice, by delivering written notice to Owner. Except as otherwise expressly set forth in this Section 22.1, if Landlord fails to notify Owner in writing of its election to exercise its right of first offer as to any such Offer Property within 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 aforesaid thirty (30) day period, or if Tenant fails Landlord shall be deemed to timely notify have waived such right of first offer with respect to such Offer Property. Except as otherwise expressly set forth in this Section 22.1, the failure of Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then exercise this right of first offer with respect to an Offer Property shall thereupon expire and be not result in termination of no further force and effect. This Landlord’ right of first offer with respect to any future Offer Property which shall not survive be a sale continuing right during the Term binding upon such Owner and all future Owners with respect to all subsequent proposed Offer Property. In the event Landlord elects to exercise its right of first offer with respect to an Offer Property, the parties shall, upon request by Landlord, endeavor to negotiate and agree upon a development agreement outlining the terms and conditions upon which such financing shall be made. In the event the parties do not, in good faith and after reasonable attempts at negotiation, agree upon the form of development agreement within sixty (60) days thereafter, Landlord or Tenant shall have the right to cancel the exercise of the Premises to a third party and shall not survive expiration or termination right of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryfirst offer.

Right of First Offer. If Landlord determines during In the initial or any renewal term of this Lease in its sole and absolute discretion event that Tenant elects to sell all of its leasehold interest in the Premises, or Tenant receives an offer to purchase its leasehold interest in the Premises that Tenant wishes to accept, then, Tenant shall first offer to sell its leasehold interest in the Premises to a third party Landlord (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity “Tenant’s Sale Offer”) by giving Landlord written notice 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 on which Landlord Tenant is willing to sell its leasehold interest in the PremisesPremises (“Sale Offer Notice”). Landlord shall have sixty (60) days after receipt of the Sale Offer Notice in which to notify Tenant if it unconditionally accepts Tenant’s Sale Offer on the terms and conditions contained in the Sale Offer Notice. Failure to respond within such sixty (60) day period shall be deemed Landlord’s rejection of Tenant’s Sale Offer. If Landlord accepts Tenant’s Sale Offer in writing, Tenant and Landlord shall enter into a purchase agreement on the terms and conditions contained in the Sale Offer Notice with the closing to occur not later than one hundred sixty (160) days after the date of Tenant’s Sale Offer Notice. If Landlord fails to accept Tenant’s Sale Offer, Tenant may sell its leasehold interest in the Premises to any other person or entity at a price not less than five percent (5%) below that contained in the Sale Offer Notice and on terms no less favorable than those contained in the Sale Offer Notice; provided, however, any such terms and conditions shall serve only as a basis for further negotiations and shall that if Tenant does not be binding close escrow 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 the sale of its leasehold interest in the Premises within three hundred sixty (15360) days following of the date of such notice within which the Sale Offer Notice, or if Tenant proposes to notify accept terms more favorable than that required above, Tenant shall be required to deliver a new Sale Offer Notice to Landlord of Tenant’s desire to purchase the Premises. If Tenant thus timely notifies and Landlord of Tenant’s desire to purchase the Premises, shall then the parties shall have thirty (30) days following to respond to such new Sale Offer Notice. The provisions of this Article 35 shall continue throughout the date of Term, and any transferee who takes leasehold title to the Premises from, by or through Tenant shall take title to the Premises subject to Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms rights under this Article 35, and conditions for the sale of the Premises to Tenant and to enter into a binding written purchase agreement for the Premises. If notwithstanding that Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, may have rejected any prior Sale Offer Notice 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 shall thereupon expire and be of no further force and effectnotices. This right of first offer shall not survive a sale expires contemporaneously with the expiration of the Premises to a third party and shall not survive expiration Term or earlier termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

Right of First Offer. If Landlord determines during Provided Lessee is not in default under the initial terms of -------------------- this Lease either at the time of exercise of this right or any renewal at the time of taking possession of additional space, Lessee shall have a one-time right of first offer commencing as of the eighty fifth (85) month of the Lease term through the term of this Lease to lease any other space in its sole and absolute discretion to sell all the building as such space becomes available. Such right of first offer shall be exercised only by compliance with the terms of this paragraph. Commencing as of the Premises to eighty-fifth (85) month of the Lease term Lessor shall not enter into a lease with any third party tenant for such space without first offering such space to Lessee as follows. Lessor shall provide Lessee with a ten (excluding a transfer, sale or conveyance 10) day right of first offer to a parent corporation, controlled subsidiary, affiliate or related entity lease such space by notifying Lessee in writing of Landlord), then, prior its intent to offering lease such space and 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 it is willing prepared to sell do so. If within ten (10) days of the Premises, however, any date of such notice Lessor has received written notice from Lessee of its election to lease such space on the terms and conditions set forth in Lessor's notice, Lessor and Lessee 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 within the ten (1510) days following the date of such Lessee's 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 Premiseslease amendment setting forth said terms. If Landlord and Tenant fail Lessee fails to thus enter into a written purchase agreement respond to said notice within said thirty ten (3010) day period, or if Tenant fails to timely notify Landlord if, after giving written notice of Tenant’s desire to purchase the Premises its exercise of its right of first offer, Lessor and Lessee do not enter into said lease amendment within the fifteen said ten (1510) day period, then Lessee's rights under this paragraph shall be deemed to have been waived, and Lessor shall be free to lease the space without any further obligation to Lessee. As used herein, "third-party tenant" excludes any tenant, or party in possession of any portion of the premises subject to this right of first offer as of the date of Lessor's notice, which may desire to extend or renegotiate its lease or rental agreement. Nothing contained herein shall require Lessor to lease to Lessee any portion of the Building which would leave Lessor with any remaining portion of the Building which was not commercially and economically rentable to third parties. Should Lessee decline to take any space offered it pursuant to this paragraph, this right of first offer shall thereupon expire lapse and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.void

Right of First Offer. If Landlord determines during the initial or any renewal term of (a) Provided that this Lease shall be in its sole full force and absolute discretion effect without default on the part of Tenant, and that the leased premises are for sale, Lessor shall first give to sell all Tenant notice 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 Lessor's willingness to sell the Premises. Lxxxxxxx’s leased premises to Tenant for the sales price set forth in such 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"Price Notice"). Tenant shall have fifteen (15) 15 days following after Landlord gives the date of such notice within which Price Notice to notify Landlord of Tenant’s desire agree to purchase the Premisesleased premises for such price or reject the Price Notice. If Tenant thus timely notifies Landlord does not return a copy of the Price Notice to Lessor indicating thereon Tenant’s desire 's unconditional agreement to so purchase within such 15-day period, the Price Notice shall be deemed rejected. If Tenant rejects or is deemed to have rejected the Price Notice, Lessor shall be free to sell the leased premises to any other person or entity at the price stated in the Price Notice or at any higher price and on such commercially comparable terms as may have been set forth in the Price Notice. If, however, Lessor does not convey the leased premises to such other person within 150 days after the date Lessor gave the Price Notice, and if the leased premises are for sale, Lessor shall again offer the leased premises to Tenant by Price Notice as provided herein, and Tenant shall have the same right to agree to purchase the Premisesleased premises or reject the Price Notice. In the event Tenant agrees to purchase the leased premises as provided herein, then the parties Lessor and Tenant shall have thirty (30) days following the date diligently and in good faith negotiate and execute a formal contract of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms and conditions sale for the sale of the Premises leased premises within ten (10) business days after such agreement is given to Tenant and to enter into a binding written purchase agreement for the PremisesTenant. If Landlord Lessor and Tenant fail to thus enter into a written purchase agreement do not succeed in so negotiating and executing such formal contract of sale within said thirty such ten (3010) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase Lessor shall convey the Premises leased premises within the fifteen (15) 150-day periodperiod as aforesaid, then this right of first offer shall then and thereupon expire be extinguished. Time is and shall be of no further force and effect. This right of first offer shall not survive a sale the essence with respect to all of the Premises to a third party and shall not survive expiration or termination of time periods set forth in this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarySUBSECTION 30(A).

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to sell 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 At least thirty (30) days following prior to any Transfer (other than with respect to a Public Sale or an Approved Sale) of any Stockholder Shares by any Additional Stockholder or any of such Person’s Permitted Transferees, the date Person making such Transfer (the “Offering Stockholder”) shall deliver a written notice (the “Offer Notice”) to the Company and the Xxxx Group specifying in reasonable detail the number of Landlord’s original notice Additional Stockholder Shares proposed to Tenant within be Transferred, the proposed purchase price (which to attempt to negotiate mutually acceptable shall be payable solely in cash) and the other material terms and conditions for the sale of the Premises Transfer. The Company may elect to Tenant purchase all or any portion of such Additional Stockholder Shares to be Transferred, upon the same terms and to enter into a binding written purchase agreement for conditions as those set forth in the Premises. If Landlord and Tenant fail to thus enter into Offer Notice, by delivering a written purchase agreement notice of such election to the Additional Transferring Stockholder and the Xxxx Group within said thirty (30) day days after the Offer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Additional Stockholder Shares to be Transferred within such period, or if Tenant fails to timely notify Landlord of Tenant’s desire the Xxxx Group may elect to purchase all or any portion of the Premises Additional Stockholder Shares to be Transferred, upon the same terms and conditions as those set forth in the Offer Notice, by giving written notice of such election to the Additional Transferring Stockholder within forty-five (45) days after the fifteen Offer Notice has been given to the Company (15the “Election Period”). If the Company and the Xxxx Group collectively elect to purchase fewer than all of the Additional Stockholder Shares specified in the Offer Notice and if the terms and conditions of this Section 2(b) day periodhave been met, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale the Offering Stockholder may transfer the remaining portion of the Premises Additional Stockholder Shares specified in the Offer Notice at a price and on terms no more favorable to a third party and shall the transferee(s) thereof than specified in the Offer Notice during the thirty-day period immediately following the expiration of the Election Period. Any Additional Stockholder Shares not survive expiration or termination transferred within such thirty-day period will continue to be subject to the provisions of this LeaseSection 2(b). This provision If the Company or the Xxxx Group have elected to purchase Additional Stockholder Shares hereunder, the transfer of such shares shall not apply to any lender who is not an owner or affiliate be consummated as soon as practicable after the delivery of Landlord who accepts a deed the election notice(s) to the Premises from Landlord Transferring Stockholder, but in lieu any event within thirty (30) days after the expiration of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarythe Election Period.

Right of First Offer. If Landlord determines during may sell, convey, or transfer its interest in the initial or any renewal term Property subject to and in accordance with the terms of this Lease Lease. In order to transfer its interest in its sole and absolute discretion to sell all the Property, Landlord must first have offered the sale of the Premises Property 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 partiesTenant. First, Landlord shall notify must give notice in writing (“Landlord Transfer Notice”) to Tenant of stating Landlord’s desire to sell make a sale and stating the Premisesprice and other material terms proposed for the transfer (collectively, “Landlord Offer Terms”). 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 Within thirty (30) calendar days following after receipt of the date Landlord Transfer Notice, Tenant shall have a right of Landlord’s original first offer (“Tenant Right of First Offer”) to acquire the assets proposed to be transferred, pursuant to the Landlord Offer Terms. To exercise the right of first offer, Tenant must provide written 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 periodperiod and must within forty-five (45) calendar days after giving such notice execute and deliver to Landlord a contract in form and substance reasonably acceptable to Landlord and Tenant, or if containing the Landlord Offer Terms and such other terms as the parties may agree on, provided that such other terms must be reasonable and customary for a transaction of such type. If Tenant fails delivers a contract to timely notify Landlord and is working in good faith with Landlord to negotiate and finalize the terms of Tenant’s desire to purchase such agreement but the Premises parties have not executed the same within the fifteen such forty-five (1545) day period, then this such period shall be extended for an additional thirty (30) days, so long as Tenant continues to work in good faith with Landlord to finalize and execute such agreement. If a Landlord Transfer Notice is given and Tenant has not exercised the right of first offer within thirty (30) calendar days after receipt of the Landlord Transfer Notice, or if having timely exercised the right of first offer, Tenant has not executed and delivered a contract reasonably acceptable to Landlord and Tenant within the forty-five (45) day period (as the same may be extended), then without limiting any rights Landlord may have, the right of first offer set forth herein shall thereupon automatically expire and Landlord thereafter shall be free to sell the assets pursuant to the Landlord Offer Terms or at any price which is not less than 95% of no further force and effectthe price specified in the Landlord Offer Terms. If, within six (6) months after (a) the expiration of the time period in which Tenant had the right of first offer, or (b) the expiration of said forty-five (45) day period (as the same may be extended), as applicable, Landlord does not enter into a contract with a third party to sell such assets, with closing scheduled to occur within 60 days after the effective date of such contract, as applicable, then the provisions of this section shall thereafter apply to any subsequently proposed sale of any of Landlord’s interest in the Property. This right of first offer shall not survive a sale of the Premises be binding on Landlord and all successors in interest to a third party and shall not survive expiration or termination of Landlord under this Lease. This provision The right of first offer contained in this Section shall not apply to any lender who subsequent transfer occurring while this Lease is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.effect. Single Tenant Form C-2 - 27 52849361.2 [Signatures begin on next page]

Right of First Offer. If Landlord determines during Neither Respondent nor Respondent’s affiliates may sell, market or deliver any Product associated with or attributable to the initial or any renewal term of this Lease in its sole and absolute discretion to sell all of the Premises Project to a third party other than SDCP for a period of one (excluding a transfer1) year following the date SDCP receives the Offer (“ROFO Term”), sale unless prior to selling, marketing or conveyance delivering such Product, or entering into the agreement to sell, market or deliver such Product to a parent corporationparty other than SDCP, controlled subsidiary, affiliate Respondent or related entity of Landlord), then, prior to offering the Premises for sale to third parties, Landlord shall notify Tenant of LandlordRespondent’s desire affiliates provide SDCP with a written offer to sell the Premises. Lxxxxxxx’s notice shall contain the general Product on terms and conditions upon which Landlord is willing materially similar to sell the PremisesInitial Proposal or Offer, howevernot including contract price (a “ROFO Offer”). In addition, any if economic conditions change such terms and conditions that Respondent may offer a lower contract price than contained in the Offer, Respondent 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 Txxxxxfirst provide an updated offer to SDCP. 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 SDCP shall have thirty (30) calendar days following to consider and respond to such ROFO Offer (the date of Landlord’s original “ROFO Exercise Period”). If SDCP provides notice to Tenant Respondent accepting the ROFO Offer within which the ROFO Exercise Period, then the Parties shall negotiate in good faith to attempt to negotiate mutually acceptable terms enter into an ESSA/PPA within one hundred twenty (120) calendar days after Respondent’s receipt of SDCP’s notice of acceptance (the “Negotiation Period”), for purchase and conditions for the sale of the Premises to Tenant and Product in accordance with the terms of the ROFO Offer (as set forth above in this paragraph). If SDCP does not provide notice accepting the ROFO Offer within the ROFO Term, or if the Parties fail to enter into a binding written purchase agreement for an ESSA/PPA within the Premises. If Landlord and Tenant fail Negotiation Period, Respondent shall have the right to thus enter into any agreement to sell such Product to any third parties, so long as the prices under such agreement are equal to or greater than the respective prices under the ROFO Offer. Respondent understands and agrees that any breach by Respondent of this Section III constitutes a written purchase agreement material breach under this Agreement. Seller shall indemnify and hold Buyer harmless from all benefits lost and other damages sustained by Xxxxx as a result of any breach by Seller of its covenants contained 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 shall thereupon expire and be of no further force and effectSection III. This right of first offer Section III shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryAgreement.

Right of First Offer. If Landlord determines during the initial Except for any City affiliates, related entities, or any renewal term of this Lease in its sole and absolute discretion to sell all other political subdivisions of the Premises state of Kansas (e.g., City-related charitable foundations, Johnson County, U.S.D. 233, or the State of Kansas) (each a “Public Entity”), if within ten (10) years after Closing the City should ever determine to sell, transfer, or otherwise convey any developable portion of the Property (“Pad Site”) to a third party party, Developer will have a right of first offer to purchase such Pad Site (excluding a transfer, sale or conveyance the “Right of First Offer”). The City agrees to a parent corporation, controlled subsidiary, affiliate or related entity give Developer notice (“Offer Notice”) of Landlord), then, prior to offering the Premises for sale to third parties, Landlord shall notify Tenant of Landlord’s desire its intent to sell any particular Pad Site, which such notice will include the Premises. Lxxxxxxx’s notice shall contain price for which the general terms and conditions upon which Landlord City 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 TxxxxxPad Site to Developer (the “Sale Price”). 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 Within thirty (30) days following of receiving the date of Landlord’s original Offer Notice, Developer may provide written notice to Tenant within which the City exercising its Right of First Offer to attempt to negotiate mutually acceptable terms and conditions for purchase the sale of Pad Site at the Premises to Tenant and to enter into a binding written purchase agreement for the PremisesSale Price. If Landlord and Tenant fail to thus enter into a written purchase agreement Developer does not so notify the City within said the thirty (30) day period, or then the City will be free to sell the Pad Site from time to time to anyone to whom the City desires, except that, if Tenant fails the City wishes to timely notify Landlord of Tenant’s desire to purchase sell the Premises within the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale for less than 90% of the Premises Sale Price, the City must first present such modified terms to Developer in the form of a new Offer Notice, and Developer must elect to exercise its Right of First Offer within thirty (30) days of receiving such new Offer Notice. If Developer elects to exercise its Right of First Offer, Developer will, within thirty (30) days after such election enter into a customary purchase and sale agreement which shall incorporate the Sale Price contained in the Offer Notice. At Closing, the Parties will execute and record a memorandum of the Developer’s Right of First Offer. The terms of this Paragraph 15 will survive Closing but will not merge with the Deed. If the City conveys any Pad Site to a third party and shall not survive expiration or termination Public Entity, the terms of this Lease. This provision Paragraph 15 shall not apply continue to any lender who is not an owner run with the land and Developer’s Right of First Offer shall continue until the expiration of the ten (10) year term set forth above or affiliate development of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryPad Site.

Right of First Offer. (a) If Landlord determines during the initial or any renewal term of this final Lease in its sole and absolute discretion to sell all Year of the Premises Initial Term, Landlord receives a proposal outlining the purchase price and general business terms upon which a prospective purchaser desires to purchase the Premises, or if Landlord expects to make a proposal 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 prospective purchaser outlining 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 purchase price and other general business terms and conditions upon which Landlord is willing to sell the PremisesPremises to the prospective purchaser, however, any and if on the basis of either such terms proposal (the “Proposal”) Landlord intends and conditions shall serve only as a basis for desires to enter into further negotiations for a more definitive purchase and shall not be binding on either party unless sale agreement with the prospective purchaser, then Landlord shall, prior to entering into negotiations for a more definitive purchase and until incorporated sale agreement, submit the Proposal to Tenant with an offer to enter into a formal written purchase agreement duly executed sales contract with Tenant on the Proposed Terms (as defined below). If Tenant fails to accept such offer in writing within 10 business days after receipt of the Proposal and acknowledged by the offer, Landlord and Txxxxxshall be entitled to sell the Premises to the other prospective purchaser on the terms set forth in the Proposal or on other terms which when considered in the aggregate are not materially less favorable to Landlord. Any such sale to the other prospective purchaser shall be subject to this Lease, except that following any sale to the other prospective purchaser Tenant shall have fifteen (15) days following the date of such notice within which to notify Landlord of Tenant’s desire to purchase the Premisesno further rights under this Section. 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 accepts Landlord’s original notice offer within such 10 business day period, Landlord shall cause a sales contract (the “Contract”) to Tenant within which to attempt to negotiate mutually acceptable terms and conditions be prepared providing for the sale of the Premises to Tenant and to enter into a binding written purchase agreement for upon the PremisesProposed Terms. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, or may terminate Tenant’s rights under this Section if Tenant fails to timely notify Landlord of execute the Contract within 5 business days after it is submitted to Tenant’s desire to purchase , provided that the Premises within Contract is consistent with the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination requirements of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord Section in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryall material respects.

Right of First Offer. If Landlord determines during The Shareholder shall have a right of first offer (“Right of First Offer”) for a period commencing on the initial or any renewal term Closing Date and ending one (1) year thereafter (“Right of this Lease First Offer Period”) in its sole and absolute discretion the event that the Prospect Parties wish to sell all or substantially all of (i) the Premises to a third party StarCare Shares, the APAC Shares and/or the Pinnacle Shares, or (excluding a transferii) the assets and/or business operations of StarCare, sale APAC or conveyance to a parent corporationPinnacle acquired in the Transaction, controlled subsidiaryexclusive of sales or transfers of stock or assets of StarCare, APAC and/or Pinnacle among the Prospect Parties or their subsidiaries or affiliate or related entity (“Covered Sales”). If during the Right of Landlord), then, prior to offering First Offer Period the Premises for sale to third parties, Landlord shall notify Tenant of Landlord’s Prospect Parties desire to sell make a Covered Sale then it shall furnish Shareholder a notice setting forth the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing conditions, determined by the Prospect Parties, of its requirements 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 Txxxxxmake its desired Covered Sale (“ROFO Notice”). 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 Shareholder shall have thirty (30) days following after receipt of the date ROFO Notice to elect, in writing, to be the purchaser of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable the Covered Sale at the price and on the such terms and conditions for set forth in the sale ROFO Notice. Shareholder’s silence shall be deemed a rejection of the Premises right to Tenant and to enter into a binding written purchase agreement for be the Premisespurchaser of the Covered Sale. If Landlord Shareholder timely and Tenant fail properly elects to thus enter into be the purchaser of the Covered Sale, the closing shall take place within sixty (60) days of the ROFO Notice. The purchase price shall be paid in cash at closing. If Shareholder does not timely elect to be the purchaser of the Covered Sale, the Prospect Parties shall be free to make the Covered Sale to any other purchaser, provided that if the Prospect Parties intend to make such Covered Sale at a price less than 95% of the price described in the ROFO Notice or on terms materially more favorable to a purchaser than those set forth in the ROFO Notice, the Prospect Parties shall give Shareholder written notice setting forth the applicable purchase agreement within said price and terms and conditions, and Shareholder shall have thirty (30) day perioddays to elect in writing to be the purchaser of the Covered Sale at such purchase price and on such terms and conditions. Notwithstanding the foregoing, in the event that there is pending legal action (including arbitration under Section 9.2) filed by any of the Prospect Parties against Shareholder alleging breach of this Agreement or otherwise seeking Prospect Indemnifiable Damages (as defined in Section 7.2) in an amount equal or exceeding Five Hundred Thousand Dollars ($500,000) at the time the Prospect Parties intend to make a Covered Sale, then, in order to exercise the Right of First Offer, the Shareholder must pay all cash to the Prospect Parties; the parties agreeing to utilize the present value of any promissory note which is part of the ROFO Notice in calculating the purchase price if Tenant fails part of the price to timely notify Landlord be paid by a third party, as set forth in the ROFO Notice, is by means of Tenant’s desire a promissory note. Furthermore, notwithstanding anything to purchase the Premises within contrary in this Agreement, the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer Shareholder shall not survive have a sale Right of First Offer, and the Prospect Parties shall have the unfettered absolute right and authority, for the period commencing on the Closing Date and ending one hundred and eighty (180) days thereafter to sell, transfer or otherwise dispose of any or all of the Premises to a third party Medical Clinics, the corporate offices operating out of the same building as the Medical Clinics and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed the Clinic Storage Space (i.e., the Euclid Clinic, the Anaheim Clinic, the Anaheim Hills Clinic, the Euclid Corporate Office and the Clinic Storage Space) without first offering them to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryShareholder.

Right of First Offer. If Landlord determines during Provided the initial or any renewal term Lease is in full force and effect and no event of this default shall exist under the Lease in its sole and absolute discretion at the time, Tenant shall have a right of first offer (the “Right of First Offer”) to sell all lease the space on the sixth floor of the Premises Building (the “ROFO Space”) as such space becomes available for rent. Such Right of First Offer shall be subject to and subordinate to all options and rights of other existing tenants of the Building, including but not limited to renewal and expansion options and rights. Before Landlord markets any portion of the ROFO Space to any party other than the then-current occupant, if any, or those having 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 partiesright, Landlord shall notify Tenant of Landlord’s desire to sell the Premises. Lxxxxxxx’s notice shall contain availability and description of the general ROFO Space and the basic terms and conditions upon under which Landlord is willing going to sell market the PremisesROFO Space. Within five (5) business days after such notice, howevertime being of the essence, any such terms and conditions Tenant shall serve only as a basis for further negotiations and shall give Landlord written notice that it either does or does not be binding on either party unless and until incorporated wish to enter into a formal written purchase agreement duly executed and acknowledged lease with Landlord for the ROFO Space on the terms presented by Landlord to Tenant. In the event that Tenant’s notice provides that it does not wish to enter into a lease for the ROFO Space on the terms presented by Landlord to Tenant, or if Tenant fails to give Landlord the notice of its desires respecting the ROFO Space within the above-stated five (5) business day period, then Landlord shall be entitled to proceed to market and/or lease the ROFO Space to a third party free and Txxxxxclear of Tenant’s Right of First Offer and such right shall be deemed forever terminated with respect to the ROFO Space described in the notice from Landlord. In the event that Tenant gives Landlord a notice as required above that Tenant wishes to lease the ROFO Space from Landlord, then Tenant shall have fifteen (15) business days following from the date of such Tenant’s 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 sign a mutually acceptable terms and conditions for new lease covering the sale of ROFO Space or to amend this Lease in a mutually acceptable manner by adding the Premises to Tenant and to enter into a binding written purchase agreement for ROFO Space. In the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, or if event Tenant fails to timely notify Landlord of Tenant’s desire sign such a lease or amendment to purchase the Premises this Lease within the said fifteen (15) business day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale time being of the Premises essence, then Landlord shall be entitled to proceed to market and/or lease the ROFO Space to a third party free and clear of such right and such right shall be deemed forever terminated with respect to the ROFO Space described in the notice from Landlord. Tenant shall accept the ROFO Space in its “as is” condition, unless otherwise specified in Landlord’s notice. The Right of First Offer granted herein shall be personal to Tenant and shall not survive expiration be utilized by any assignee or termination sublessee approved and/or permitted under Paragraph 16 of this the Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

Right of First Offer. If Tenant shall have a continuing right of first offer to lease any office space (the “ROFR Space”) on the eigth floor - West Tower, not subject to the H&P Lease, as hereby amended. Landlord determines during shall give written notice (the initial or any renewal term of this Lease in its sole and absolute discretion “Landlord’s ROFR Notice”) to sell all of the Premises to a third party Tenant no later than ninety (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, 90) days prior to offering the Premises lease expiration date for sale any such ROFR Space. Upon receipt of such notice, Tenant shall have ten (10) business days to third partiesgive to Landlord written notice (the “Tenant’s ROFR Notice”) that Tenant desires to lease the ROFR Space. If Tenant so notifies Landlord, then Tenant and Landlord shall enter into good-faith negotiations and shall attempt to agree upon lease terms for such ROFR Space. If Tenant and Landlord fail to agree upon lease terms for such ROFR Space within 7 business days after Landlord receives the Tenant’s ROFR Notice, Landlord shall notify Tenant of Landlord’s desire be entitled to sell lease the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing ROFR Space to sell the Premisesany other person or entity, however, any on such terms and conditions as Landlord, in Landlord’s sole discretion, 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 Premisesdetermine. If Tenant thus timely notifies Landlord of Tenanthas not leased the space subject to Landlord’s desire to purchase the Premises, then the parties shall have thirty (30) ROFR Notice within 180 days following after the date of Landlord’s original notice ROFR Notice, then Landlord must provide a new Landlord ROFR Notice to Tenant. Notwithstanding the foregoing in this Section 2(h), Landlord must during the entire term of the H&P Lease, as amended, provide a Landlord ROFR Notice to Tenant within which each time ROFR Space becomes available 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarylease.

Right of First Offer. If In the event Landlord determines decides at any time during the initial or any renewal term of this Lease in its sole and absolute discretion Term to sell all the Project, Tenant shall have a right of first offer to purchase the Premises Project (the “ROFO”), which must be exercised, if at all, within seven (7) business days following receipt of Landlord’s notice of intent to sell setting forth the proposed terms and conditions of sale. If Tenant does not accept Landlord’s offer and Landlord thereafter reaches an agreement with a third-party purchaser to acquire the building for a purchase price which is more than ten percent (10%) less than the purchase price offered to Tenant, Landlord shall be obligated to re-offer the Project to Tenant on substantially the same terms as those accepted by the third party, including the reduced purchase price. Tenant shall have a period of two (2) business days to accept or reject Landlord’s revised offer. In the event Tenant does not respond to or rejects Landlord’s offer, Landlord shall thereafter be free to sell the Project 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 on 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 same terms and conditions upon which set forth in Landlord’s revised offer. However, if Landlord is willing to does not sell the PremisesProject within 180 days after delivering a ROFO notice or revised ROFO notice to Tenant, however, any such terms Tenant’s ROFO shall once again apply and conditions shall serve only as Landlord may not sell or otherwise transfer the Project without first giving Tenant a basis for further negotiations ROFO notice. The foregoing right is personal to the Tenant named in the preamble to this Lease and shall may not be binding on either party unless and until incorporated into transferred to any other person or entity except for 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 permitted assignee of Tenant’s desire interest in the Lease pursuant to purchase the PremisesParagraph 16(e) above. 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision The ROFO shall not apply to any lender who is not an owner sale or affiliate other transfer of Landlord who accepts less than 100% of the interests in the Project by the owners of the Project named in the preamble of this Lease, by the beneficiaries of the trusts named in the preamble or by their lineal descendants. For the avoidance of doubt, the ROFO will apply where none of the persons named in the preceding sentence would, as a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise result of a power of sale by a trustee under a deed of trust proposed sale, exchange or other transfer, retain an ownership interest in which said lender is beneficiarythe Project.

Right of First Offer. If Landlord determines during Prior to the initial or any renewal term of this Lease in its sole and absolute discretion to sell all expiration of the Premises to a third party (excluding a transferconversion right, 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 Holder shall not be binding entitled to transfer this Debenture or any interest in it without first offering to transfer the entire Debenture to Borrower for a price and upon terms chosen by Xxxxxx, all as provided in this Section 7.2. Any attempted transfer that does not comply with this section shall be void and of no force or effect. Without any other remedies, Borrower shall be entitled to an injunction requiring Holder to comply with the provisions of this section. The only exception to the restriction on either party unless transfer in this section is for transfers at death and until incorporated into certain lifetime transfers to family members, as described in Section 7.3 hereto. If Xxxxxx wishes to transfer this Debenture in a formal written purchase agreement duly executed transaction other than as described in Section 7.3 hereto, Holder shall, in writing, first offer this Debenture to Borrower, stating the price and acknowledged by Landlord and Txxxxxterms upon which Xxxxxx offers to transfer the Debenture to Borrower. Tenant Borrower shall have fifteen (15) business days following the date of such notice within in which to notify Landlord accept the offer and a total 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) business days following the date of Landlord’s original notice to Tenant within in which to attempt close the transfer. Borrower shall also have the right to negotiate mutually acceptable terms designate a third person or persons to accept the offer; however, once the offer is accepted, Borrower and conditions for all such designated third persons shall be jointly and severally liable with respect to the sale performance of the Premises to Tenant and to enter into a binding written purchase agreement for the Premisesobligations hereunder. If Landlord and Tenant fail Borrower does not accept Xxxxxx's offer, or designate a third party or parties to thus enter into a written purchase agreement accept Xxxxxx's offer within said thirty (30) the fifteen business day period, or if Tenant fails Holder shall be free to timely notify Landlord transfer the Debenture for a price and upon terms which are no more favorable to the transferee than those offered to Borrower. The transfer shall include Xxxxxx's entire interest in the Debenture. If a transfer is not contracted for within one calendar year from the date that Holder is free to offer the transfer to others, and closed within a total of Tenant’s desire to purchase the Premises within the fifteen fourteen (1514) day periodcalendar months from that date, then this right of first any transfer shall require a new offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale Borrower by a trustee under a deed of trust in which said lender is beneficiaryXxxxxx.

Right of First Offer. (a) If Landlord determines during any of Helion or Sierra shall desire at any time within three (3) years from the initial Effective Date to effect the Transfer of any of its Equity Shares and/or its Preferred Shares (the “ROFO Offered Shares”), then such selling Shareholder (“ROFO Selling Shareholder”) shall forthwith express its intention in writing to Transfer any of the ROFO Offered Shares to each other Shareholder excluding SAIF (each such Shareholder an “Eligible Shareholder”). SAIF shall not be entitled to this Right of First Offer. The Eligible Shareholder shall have the right to quote a price for the purchase of the ROFO Offered Shares to the ROFO Selling Shareholder within fourteen (14) days from date of receipt of the written intention of Transfer of the ROFO Offered Shares by the ROFO Selling Shareholder. Upon receipt by the ROFO Selling Shareholder of the written communication by the Eligible Shareholders containing the price offered by the Eligible Shareholders for purchase of the ROFO Offered Shares, the ROFO Selling Shareholder shall be entitled to find a third party purchaser, if any, within twenty-one (21) days from the date of receipt such written communication from the Eligible Shareholders, who are willing to purchase the ROFO Offered Shares at a price more than 5% of the price offered by the Eligible Shareholders for the purchase of the ROFO Offered Shares. If the ROFO Selling Shareholder fails to or is unable to find a third party purchaser within the time period specified above to purchase the ROFO Offered Shares at a price more than 5% of the price quoted by the Eligible Shareholders, and the ROFO Selling Shareholder proposes to sell its ROFO Offered Shares to the Eligible Shareholders, the ROFO Selling Shareholder will indicate in writing to the Eligible Shareholders of such fact (“ROFO Offered Shares Availability Notice”) and the Eligible Shareholders shall purchase the ROFO Offered Shares from the ROFO Selling Shareholder should the ROFO Selling Shareholder decide to sell the ROFO Offered Shares. In the event the Eligible Shareholders do not consummate the purchase of ROFO Offered Shares within 30 days from the receipt of the ROFO Offered Shares Availability Notice (“Defaulting Holder”), the ROFO Selling Shareholder shall be free to sell the ROFO Offered Shares to the third party purchaser at any renewal term of this Lease price it deems fit, in its sole and absolute discretion discretion. It is hereby agreed that the price quoted by the Eligible Shareholder for the first three times to sell all the ROFO Selling Shareholder for the purchase 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 ROFO Offered Shares under this Section 6.2A(a) shall not be binding on either party unless the Eligible Shareholder, and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and Txxxxx. Tenant the Eligible Shareholder shall have fifteen (15the right to reject, negotiate or re-negotiate the price so quoted for the first three times by the Eligible Shareholder. Provided however that, it is agreed that the price quoted by the Eligible Shareholder for the fourth time to the ROFO Selling Shareholder for the purchase of the ROFO Offered Shares under this Section 6.2A(a) days following shall be binding on the date of such notice within which Eligible Shareholder, and should the ROFO Selling Shareholder decide to notify Landlord of Tenant’s desire sell the ROFO Offered Shares to purchase the Premises. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the PremisesEligible Shareholder, 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 ROFO Offered Shares to Tenant and to enter into a binding written purchase agreement the Eligible Shareholder shall be at the price quoted by the Eligible Shareholder 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed fourth time to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryROFO Selling Shareholder.

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to sell 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 At such time as Buyer should desire to sell its -------------------- real property interest in the Premisesportions of the Property previously acquired by Buyer (expressly excluding the sale to the public of time-share or condominium interests) (the "Buyer Real Property"), then prior to marketing its rights in the Buyer Real Property to any third party, Buyer shall notify Seller in writing of the Buyer's intention to market its interest in the Buyer Real Property. Lxxxxxxx’s notice shall contain Xxxxx agrees to negotiate exclusively with Seller the general terms and conditions under which Seller would acquire all of Buyer's rights in the Buyer Real Property within the period set forth below. If Xxxxx and Seller are unable to agree upon a purchase price, Buyer and Seller may appoint a mutually acceptable appraiser to perform an appraisal of such property owned by Buyer, which Landlord is willing appraised amount shall be the purchase price for purposes of this Paragraph. If Buyer and Seller are unable to agree upon a mutually acceptable appraiser, then Seller and Buyer shall each select their own appraiser, which two appraisers shall select a third appraiser, and the average appraised amount from the three appraisals shall be the purchase price for purposes of this Paragraph. Such negotiation and appraisal process shall be limited to ninety (90) days following Xxxxx's notice to Seller of its intention to market its interest in the Buyer Real Property, subject to Force Majeure. Notwithstanding the foregoing, if the Buyer Real Property secures indebtedness of Buyer incurred in connection with the acquisition and development thereof, Buyer and Seller agree that the minimum purchase price for purposes of this Paragraph must be the amount necessary to fully pay off the outstanding amount of such indebtedness together with the customary costs and charges of the sale pursuant to this Paragraph. Seller shall have the right, but not the obligation, to elect to purchase the Buyer Real Property at the purchase price determined pursuant to this Paragraph by written notice to Buyer within the above-stated 90-day period, subject to Force Majeure. If Seller shall not elect to purchase Buyer's interest in the Buyer Real Property within said period, then thereafter Buyer may market, negotiate and sell its interest in the PremisesBuyer Real Property to any other party and on any terms which Buyer may deem appropriate; provided, however, any such terms and conditions shall serve only as a basis for further negotiations and Buyer shall not be binding on either party sell the Buyer Real Property at a price less than that established pursuant to this Paragraph unless and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and TxxxxxBuyer first offers the Buyer Real Property to Seller at such lesser price. 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 Xxxxx agrees that any 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 shall thereupon expire and be of no further force and effect. This right of first offer Buyer Real Property shall not survive a sale include Xxxxx's option rights to any unacquired portion of the Premises Option Property pursuant to this Agreement, the assignment of which rights is governed by Paragraph 20 herein. Seller agrees that the provisions of this Paragraph 26 ------------ ------------ shall be subordinated to the lien of any loan secured by the Buyer Real Property, and Seller shall execute any commercially reasonable document requested by a third party and lender of Buyer to evidence such subordination. The provisions of this Paragraph 26 shall not survive expiration or the termination of this LeaseAgreement. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.------------

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion decides to sell all of the Premises to a third party (excluding a transferLeased Premises, 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, then Landlord shall notify Tenant of Landlord’s desire first offer to sell the PremisesLeased Premises to Tenant, pursuant to the terms of this Section 18.12. Lxxxxxxx’s notice shall contain Tenant will have the general right to purchase the Leased Premises at the price and terms and conditions upon which Landlord is willing listed in Landlord's offer 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 TxxxxxLeased Premises (the "Landlord's Offer"). Tenant shall have fifteen ten (1510) days following from the date receipt of Landlord's Offer to accept such notice within which offer. If Tenant accepts Landlord's Offer, Tenant shall have sixty days from the receipt of Landlord's Offer to notify Landlord complete the purchase of Tenant’s desire to purchase the Leased Premises. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase does not accept Landlord's Offer within the Premises, then the parties shall have thirty said ten (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 (3010) day period, or if Tenant fails to timely notify Landlord complete the purchase of Tenant’s desire to purchase the Leased Premises within the fifteen said sixty (1560) day period, then this Landlord's Offer or the right to purchase as described above shall terminate and Landlord shall be free to sell the Leased Premises to anyone, on terms no less favorable than those in Landlord's Offer, without any obligation to provide Tenant with a further right of first offer to purchase the Leased Premises, for a period of twelve (12) months. If the Landlord shall thereupon expire not have sold the Leased Premises within such twelve (12) month period, then Landlord shall not have the right to sell the Leased Premises after such date, unless Landlord complies with the terms and obligations just described in this section. The rights and obligations just described apply only to the originally named Tenant, unless Landlord, in its sole discretion, agrees otherwise in writing. All rights of Tenant under the provisions of this section shall terminate and be of no further force and effect. This right of first offer shall not survive a sale or effect if during the term of the Lease, Tenant defaults under any of the provisions of the Lease, unless Landlord, in its sole discretion agrees otherwise in writing. Notwithstanding the foregoing, Landlord shall be able to transfer the Leased Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.the

Right of First Offer. If Landlord determines during Tenant exercises the initial or any renewal term of this Lease in its sole and absolute discretion to sell all Purchase Option, then as of the Premises Closing Date, Tenant hereby grants to Landlord a right of first offer to purchase the Demised Property, exercisable by Landlord as follows: Tenant shall notify Landlord, at Landlord’s address set forth in this Lease, that Tenant intends to place the Demised Property on the market for sale. (Such intent shall be evidenced by such actions as listing the Demised Property with a real estate broker or entering into negotiations with a third party (excluding a transfer, for the sale or conveyance of the Demised Property.) By written notice delivered 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 after receipt of notice of such intent, Landlord may elect to pursue negotiations for the date purchase of the Demised Property. If Landlord so elects, then Landlord and Tenant shall, within ten (10) days after Landlord’s original notice to Tenant within which Tenant, enter into good faith negotiations for the purchase of the Demised Property by Landlord. If, despite such good faith negotiations, the parties are unable to attempt to negotiate mutually acceptable terms and conditions execute an agreement for the sale and purchase 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 Demised Property within said thirty (30) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase days after the Premises within the fifteen (15) day perioddate that such negotiations commence, then Tenant shall have the right to sell the Demised Property to any person, persons, partnership and/or any other legal entity under any terms and/or at any price and Landlord shall execute, within ten (10) days thereafter, an instrument in recordable form in order to evidence that Landlord and Tenant were unable to reach an agreement and that the Landlord has no further right to make a first offer and/or other similar right or interest. The foregoing right of first offer shall survive the closing and the termination of this Lease pursuant to such closing. However, this right of first offer shall thereupon expire not be applicable to a transfer of the Demised Property by Tenant to a bona fide subsidiary or affiliated entity of Tenant, or as part of a merger Amended and be Restated Hialeah Lease 1.9.2011 with another company, or any sale of no further force and effect. This right the Demised Property as part of first offer shall not survive a sale of the Premises to Tenant’s business as a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarygoing concern.

Right of First Offer. If Landlord determines In the event that during the initial or any renewal term Term of this Lease in its sole and absolute discretion Landlord desires to sell 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 and/or the Premises for sale to third partiesAdjacent Property, Landlord shall notify give Tenant a notice (the “Sale Notice”) to that effect and Tenant shall be given a right of Landlord’s desire first offer to sell purchase the Premises. Lxxxxxxx’s notice shall contain Premises and/or the general Adjacent Property on the terms and conditions upon which Landlord is willing to sell set forth in 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 TxxxxxSale Notice. Tenant shall have fifteen (15) ten business days following the date of such notice within in which to notify make an offer to Landlord of Tenant’s desire to purchase the Premises. If Tenant thus timely notifies Premises and/or the Adjacent Property and Landlord of Tenant’s desire shall not solicit or accept offers to purchase the PremisesPremises and/or the Adjacent Property from third parties until at least ten business days after Tenant receives such Sales Notice. If Landlord receives an unsolicited offer to purchase the Premises and/or the Adjacent Property from a third party, then the parties Landlord shall have thirty (30) not accept such offer until ten business days following the date of Landlord’s original after Landlord shall by written notice to Tenant within which stating the terms of such unsolicited offer (an “Offer Notice”), offer to attempt sell the Premises and/or the Adjacent Property (as the case may be) to negotiate mutually acceptable terms Tenant on the same terms. Tenant shall have ten business days to accept Landlord’s offer set forth in the Offer Notice. Any Offer Notice and conditions for the sale any offer by Tenant in response to a Sale Notice shall be deemed a partial and preliminary statement of the terms of any agreement to purchase and sell the Premises or the Adjacent Property, and neither the acceptance by Tenant of the terms of an Offer Notice nor the acceptance by Landlord of the terms of any offer from Tenant in response to a Sale Notice shall create obligations binding upon Landlord and Tenant. If (i) Landlord and Tenant and fail for any reason to enter into a binding written purchase agreement for the Premises. If Landlord purchase and sale of the Premises and/or the Adjacent Property (as the case may be) within thirty days after acceptance by Tenant fail to thus enter into a written purchase agreement within said thirty of either the terms of the Sale Notice or the Offer Notice, (30ii) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire offer to purchase the Premises and/or the Adjacent Property (as the case may be) within ten business days after receiving the fifteen Offer Notice or the Sale Notice, or (15iii) day periodTenant fails to close the purchase of the Premises and/or the Adjacent Property (as the case may be) within 45 days from the date of acceptance of the Sale Notice or Offer Notice, Landlord shall be free to accept the offer described in the Offer Notice or to sell the Premises and/or the Adjacent Property on the terms described in the Sale Notice for a period of 12 months. After said 12 months, Landlord shall not solicit or accept any further offer to purchase the Premises and/or the Adjacent Property without sending a new Offer Notice or Sale Notice to Tenant in accordance with this Section 10.2. If Landlord shall fail to close a transaction within six months after Tenant’s failure to exercise its rights pursuant to a Sale Notice, of if Landlord desires to pursue a sale transaction to a prospective purchaser where the purchase price set forth in the Sale Notice has been reduced by more than 5%, then Landlord shall first again offer such transaction to Tenant in accordance with the provisions of this Section 10.2. The right of first offer specified in this Section 10.2 shall thereupon expire and be terminate upon the date Tenant or Newco or any other assignee permitted under Section 6.1.6(b) of this Lease no further force and effect. This right of first offer shall not survive a sale of longer is the Premises to a third party and shall not survive expiration or termination of Tenant under this Lease. This provision shall not apply to any lender who Time is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu essence for the purposes of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiarythis Section 10.2.

Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion wishes to sell all of the Leased Premises but has not received an offer for the Leased Premises which it wishes 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 partiesaccept, Landlord shall notify Tenant of Landlord’s its desire to sell sell. Within ten (10) days after such notice, Landlord and Tenant shall each appoint a qualified MAI appraiser, and such appraisers shall determine the Premises. Lxxxxxxx’s notice shall contain value of the general terms and conditions upon which Landlord is willing to sell the Leased Premises, howevergiving effect to this Lease (and including Landlord's reversionary interest in the Improvements), 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 after being so appointed. If the date of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale values determined by such appraisers do not differ by more than five percent (5%) of the Premises to Tenant and to enter into a binding written purchase agreement for lower appraisal, then the Premises"APPRAISED VALUE," as used herein, shall mean the arithmetic average of such two (2) appraisals. If the two (2) appraisals differ by more than five percent of the lower appraisal, then the two appointed appraisers shall agree upon a third qualified MAI appraiser who shall be given a copy of the two (2) previous appraisals and who shall then determine the Appraised Value, provided that such final Appraised Value shall not be greater than the higher of the two previous appraisals nor less than the lower of the two previous appraisals. Landlord and Tenant fail shall each bear the cost of their own appraiser and shall share equally the cost of the third appraiser. Tenant shall have the right to thus enter into a purchase the Leased Premises at the Appraised Value provided that it exercises such right by written notice to Landlord within ten (10) days after the Appraised Value has been determined pursuant to the preceding paragraph. If Tenant so elects to purchase agreement the Leased Premises, the Appraised Value shall be paid by cash or cash equivalent and the closing shall occur within said thirty (30) day period, or if Tenant fails to timely notify Landlord days after Tenant's notice of Tenant’s desire its election to purchase the Leased Premises. If Tenant does not so elect to purchase the Leased Premises, Tenant's right to purchase the Leased Premises within the fifteen (15) day period, then this right of first offer shall thereupon expire and be of have no further force or effect except as provided in the following Section 18.3.2. However, Tenant's option described in Article 32 shall remain in full force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

Right of First Offer. If Landlord determines during Promptly following the initial or receipt of any renewal term of this Lease in its sole and absolute discretion Sale Notice, the Company shall deliver written notice to sell all Windward of the Premises receipt of such notice and Windward shall have the right to make an offer to purchase the Company in accordance with this Paragraph 3G. Windward shall have the right, exercisable within 30 days of the receipt of the Company's notice, to submit an offer to purchase the Company by delivering a third party written proposal (excluding a transferthe "Windward Purchase Proposal") to the Company and the other holders of Company Securities, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to offering which proposal will set forth in reasonable detail 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 Windward will agree to purchase the Company in a Sale of the Company, including the Company Securities or assets to be acquired and the consideration to be paid. If as a result of the consummation of the Sale of the Company pursuant to the terms of the Sale Proposal that the Initiating Holders intend to accept pursuant to Paragraph 3D, (a) the holders of Series D Preferred Stock would receive an aggregate amount equal to the aggregate Series D Liquidation Value, (b) the holders of Series C Preferred Stock would receive an aggregate amount less than the aggregate Series C Liquidation Value and (c) the holders of Series C-1 Preferred Stock would receive an aggregate amount less than the aggregate Series C-1 Liquidation Value, the Initiating Holders shall deliver written notice (the "Windward First Offer Notice") to Windward to such effect and Windward shall have the right (the "Windward First Offer Purchase Right") to purchase the Company in accordance with the terms set forth in the Windward Purchase Proposal. Within 10 days following receipt of the Windward First Offer Notice, Windward may exercise the Windward First Offer Purchase Right by delivering written notice (the "Windward Purchase Notice") of such election to the Company and each of the other Shareholders within 10 days following the receipt of the Windward First Offer Notice. If Windward elects to exercise the Windward First Offer Purchase Right, (i) within 10 days following receipt of the Windward Purchase Notice, the Company (and/or each Shareholder, if the Windward Purchase Proposal is willing an offer to sell acquire Company Securities by sale, merger or otherwise), must accept the PremisesWindward Purchase Proposal, including entering into any related definitive agreement(s) and consummating the Sale of the Company in accordance with the terms and conditions thereof and (ii) Windward shall be obligated to purchase the Company in accordance with the terms set forth in the Windward Purchase Proposal; provided, however, that any obligation or other liability of any selling Shareholder will be individual to such terms Shareholder (and conditions not joint or joint and several) and will be limited to the net amount of proceeds received by such Shareholder from such sale; provided, further, that representations, if any, required by any Shareholder shall serve only as be limited to the status of its title to the interests it is selling. If Windward does not deliver 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 Windward Purchase Notice within the 10-day period referred to above, the Initiating Holders shall have fifteen (15) days following the date of such notice within which right to notify Landlord of Tenant’s desire to purchase accept any Sale Proposal and effectuate 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 Sale of the Premises Company pursuant 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 shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiaryPart 3.

Right of First Offer. If Landlord determines Provided that Tenant has not been in material default under the terms and conditions of this Lease, Tenant shall have, during the first five (5) years of the initial or Term, a right of first offer to lease additional space in the Development (the “ROFO Space”). Tenant’s right of first offer shall be subject and subordinate to all leases, options and rights of other third parties in existence as of the date of mutual execution hereof. If at any renewal term time during the first five (5) years of the Initial Term of this Lease in its sole and absolute discretion to sell 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 partiesLease, Landlord shall receive a bona fide offer from any third party to lease all or any part of the ROFO Space, which offer Landlord shall desire to accept, then Landlord shall promptly notify Tenant of Landlord’s desire the existence of such offer by e-mail and by mail and shall provide Tenant with a summary of all relevant economic terms of the third party offer. Tenant may, within ten (10) business days thereafter, elect by written notice to sell Landlord to lease the Premises. Lxxxxxxx’s notice shall contain ROFO Space on the general same terms and conditions as those as provided in the bona fide offer. If Tenant fails to respond within such 10-business day period, Landlord shall use reasonable efforts to contact, orally or in writing, Tenant to confirm such non-election. Failure of Tenant to exercise the foregoing right within the prescribed time period above shall constitute a waiver of Tenant’s right as to that offer with respect to the ROFO Space mentioned in Landlord’s notice and Landlord shall have the right to lease the ROFO Space in Landlord’s sole discretion. In the event the bonafide third party offer does not materialize into a lease or upon which termination of the third party tenant’s lease, the ROFO will be reinstated. If Tenant duly elects to exercise its right of first offer as aforesaid, Landlord is willing shall prepare, and Tenant shall promptly execute, an amendment to sell the Premisesthis Lease to memorialize such election, provided, however, any that failure of Tenant to execute such terms and conditions shall serve only as a basis for further negotiations and amendment shall not be affect the 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 nature of Tenant’s desire election to purchase exercise the Premisesright of first offer as aforesaid. If All rights of Tenant thus timely notifies Landlord under the provisions 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 shall thereupon expire terminate and be of no further force or effect even after Tenant’s due and effect. This timely exercise of the right of first offer shall not survive a sale offer, if after such exercise, but prior to the occupancy of the Premises ROFO Space, Tenant is in material default hereunder. The right described in this paragraph is personal to a third party originally-named Tenant or to an assignee or transferee permitted outright pursuant to this Lease without Landlord’s consent and shall may not survive expiration be exercised or termination of this Lease. This provision shall not apply to any lender who is not an owner be assigned, voluntarily or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure involuntarily, by or to any sale in foreclosure of said lender’s mortgage person or exercise of a power of sale by a trustee under a deed of trust in which said lender entity other than Tenant, and is beneficiarynot assignable separate and apart from this Lease.