Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. A. In the event this Lease is in full force and effect and provided Tenant is not in default under the terms and conditions of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant herein.

Rights of First Refusal. A. The Buyer acknowledges that all or certain portions of certain of the Properties are subject to the rights of first refusal or first offer set forth on Schedule 8.9-1 (the “Existing Options”). The Sellers shall provide the Buyer a draft of each notice to be provided to a third-party pursuant to an Existing Option within ten (10) Business Days following the Due Diligence Expiration Time, which shall be in form and substance reasonably satisfactory to the Buyer (an “Approved Option Notice”) and which shall, in any event, offer to sell all or the applicable portion of the Property at the price as set forth on Schedule 8.9-2. Promptly following the approval by the Buyer of the Approved Option Notice, the applicable Seller shall deliver the Approved Option Notice required pursuant to the Existing Options and shall provide a copy thereof to the Buyer. Should any party to the Existing Options (an “Optionee”) thereunder exercise its right to purchase the applicable portion of the Property (an “Excluded ROFR Asset”), (a) the applicable Seller shall notify the Buyer of the same, (b) this Agreement will terminate but only with respect to such Excluded ROFR Asset and such Excluded ROFR Asset shall not be deemed a “Property” for any purpose under this Agreement (other than for the purposes of this Section 8.9 and with respect to any terms and condition that expressly survive termination of this Agreement), (c) the Purchase Price shall be reduced by the amount set forth on Schedule 8.9-2 applicable to such Excluded ROFR Asset and (d) neither such Seller nor the Buyer shall have any liability hereunder with regard to the Excluded ROFR Asset, except for the obligations hereunder which expressly survive termination of this Agreement. In the event this Lease that any Optionee elects to purchase an Excluded ROFR Asset that is in full force part of an Assumed Loan Property pursuant to an Existing Option and effect and provided Tenant is not in default under the terms and conditions consummation of the Leasetransfer of such Assumed Loan Property to the Optionee does not occur at or prior to the Closing, BEYOND ANY APPLICABLE CURE PERIODthe Sellers shall pay the required release amount as set forth in the Assumed Loan Documents and shall obtain a release of such portion of the Assumed Loan Property from the Assumed Loan Lender Parties at the Closing. The Buyer acknowledges that there exist certain rights of first refusal, Landlord hereby grants Tenant first offer or other purchase options granted to the Right of First Refusal DDR-Related Entities (First Rightthe “DDR Options”), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to terminated in connection with the original offering party, on the same terms DDR Side Letter and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, no Property which is superior subject to the Rights such DDR Options may be an Excluded ROFR Asset as a result of First Refusal granted to Tenant hereinsuch DDR Options.

Rights of First Refusal. A. In (a) Within five Business Days following the event execution of this Lease is in full force and effect and provided Tenant is not in default under Agreement by the terms and conditions of the LeaseParties, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right Purchaser shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant advise Vendor in writing of its bona fide allocations of value for the Assets to which the ROFRs identified in Schedule F relate. (b) Vendor shall issue notices to the Third Parties holding Identified ROFRs using the allocations provided by Purchaser, in accordance with the applicable provisions of such rights no later than three Business Days after it receives the value allocations relating to the Assets affected by each such Identified ROFR from Purchaser as provided in Clause 10.1(a). (c) Vendor shall notify Purchaser in writing forthwith upon receipt of notice from any Third Party exercising or waiving any Identified ROFRs for which notices were issued pursuant to Clause 10.1(b). (d) Vendor shall comply with the terms for of each of the Identified ROFRs exercised by the holders thereof by selling and conveying to such holders the portion of the Assets which Landlord is willing are subject to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premisessuch exercised Identified ROFR. If Landlord has not received a written response to lease any Identified ROFRs are exercised by the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it holders thereof this Agreement shall be deemed that Tenant is waiving its right to lease the subject spacehave been amended, and Landlord will be free to lease to the original offering party, on the same terms and conditions effective as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this LeaseAgreement, to exclude the applicable Assets from the definitions of "Assets", "Major Facilities", "Miscellaneous Interests", "Petroleum and Natural Gas Rights", "Tangibles" and "Wxxxx", as may be applicable, and to reduce the Base Price by the aggregate of the values allocated to such Assets as provided in Clause 10.1(a). (e) Closing shall not be delayed even though certain of the Identified ROFRs are outstanding and capable of exercise by the holders thereof as of the Closing Time (such outstanding Identified ROFRs being the "Outstanding ROFRs"). In such case, the tenants under Existing Leases are: Reply Corporation and AG Associatesfollowing procedures shall apply: (i) the Parties shall proceed to Closing without any reduction in the Purchase Price for the Outstanding ROFRs; (ii) the Parties will deposit into escrow with Vendor's Solicitors (as "Escrow Agent"), Inc. Only AG Associates ha sa right that portion of the Purchase Price allocated to lease 0000 Xxxxxxx Xxxxx, which is superior those of the Assets subject to the Rights Outstanding ROFRs (the "Escrow Assets") as well as all closing documentation and Specific Conveyances required for the sale of First Refusal granted all Escrow Assets by Vendor; (iii) if an Outstanding ROFR is exercised by a Third Party, the Parties will promptly notify the Escrow Agent thereof in writing and: (A) the funds deposited with the Escrow Agent in respect of such Escrow Assets will be refunded by the Escrow Agent to Tenant hereinPurchaser together with the interest earned thereon while held by the Escrow Agent; and (B) the closing documentation and Specific Conveyances related to such Escrow Assets deposited with the Escrow Agent will be of no force or effect; (iv) if after Closing an Outstanding ROFR is extinguished by lapse of time, waiver or otherwise (other than as a result of being exercised), the Parties will promptly notify the escrow agent thereof in writing and: (A) the Escrow Agent will promptly pay the funds deposited with the Escrow Agent in respect of such Escrow Assets to Vendor together with the interest earned thereon while held by the Escrow Agent; and (B) the Escrow Agent will promptly deliver copies of the closing documentation and Specific Conveyances deposited with the Escrow Agent in relation to such Escrow Assets to each Party, such documentation shall be effective and the sale of such ROFR Assets to Purchaser pursuant hereto shall have closed. (f) From and after Closing Purchaser shall, with Vendor's cooperation, comply with any ROFRs identified after Closing in accordance with the terms thereof. Purchaser shall be entitled to receive all proceeds payable by the holders of any such ROFRs exercised after Closing and there will be no adjustment to the Purchase Price as a consequence of the identification of any such ROFRs or the exercise thereof after Closing. (g) Except as provided in Clause 10.1(g), Purchaser shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of the Vendor's Related Persons, and, in addition and as an independent covenant, shall indemnify Vendor and each of the Vendor's Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it, in either case, as a direct consequence of (i) any allocation of value provided by Purchaser and used by Vendor in the issuance of a notice in respect of a Identified ROFR pursuant to Clause 10.1(a); (ii) any failure by Purchaser to comply with the terms of any ROFR after Closing; and (iii) any allocation of value used by Purchaser in the issuance of a notice in respect of a ROFR identified after Closing. (h) The Parties acknowledge and agree that, following Closing, Vendor shall have no liability to Purchaser or any of the Purchaser's Related Persons in respect of any ROFR except as a consequence of a breach by Vendor of its representation and warranty set forth in Clause 5.1(t), in which case Purchaser and the Purchaser's Related Persons shall be limited to the remedies provided under Clause 6.1 in respect of such breach.

Rights of First Refusal. A. (a) The Parties acknowledge that some of the assets, rights, interests and property of the KML Operating Entities are subject to rights of first refusal, rights of first offer, or other pre-emptive rights of purchase (any such rights, the “Rights of First Refusal”) and that the KML Disclosure Letter sets out a complete and accurate list of such assets, rights, interests and property (collectively, the “ROFR Assets”) which are triggered by the Arrangement or any of the transactions contemplated herein. The Parties acknowledge and agree as to the value allocated to each of the ROFR Assets (a “ROFR Value”) as set forth in the KML Disclosure Letter. (b) As soon as practicable following the date hereof, KML shall cause the applicable KML Operating Entities to prepare and to send notices, in the form acceptable to Pembina acting reasonably, and using the applicable ROFR Values set forth in the KML Disclosure Letter, to the Persons holding Rights of First Refusal and shall provide Pembina a copy of all such notices. KML shall promptly notify Pembina upon each Person exercising or waiving a Right of First Refusal or any Right of First Refusal being extinguished. (c) In the event this Lease is a holder of a Right of First Refusal in full force and effect and provided Tenant respect of any ROFR Assets validly exercises such rights but the purchase of such ROFR Assets is not in default under completed on the terms and conditions Effective Date or the holder of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the has not exercised or waived its Right of First Refusal ("Second Right") and the applicable waiting period thereunder has not yet expired prior to lease any space designated the Effective Date, provided that this Agreement is not terminated in Exhibit Aaccordance with the terms hereof, as "site plan", Landlord Pembina shall notify Tenant in writing cause the applicable KML Operating Entity to comply with the terms of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither applicable Right of First Refusal, as outlined above, Refusal from and after the Effective Date and the applicable KML Operating Entity shall apply be entitled to extensions of leases for space with Tenants who are any proceeds payable in occupancy of buildings designated in the Exhibit A site plan as respect of the commencement date disposition of this Lease such ROFR Asset. (the "Existing Leases"). As d) The entering into of the date any agreement, or amendment or waiver of this Leasean existing agreement, the tenants under Existing Leases are: Reply Corporation between KML or its Subsidiaries and AG Associates, Inc. Only AG Associates ha sa right a counterparty to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights a Right of First Refusal granted to Tenant hereinshall require the prior written approval of Pembina, in its sole and unfettered discretion.

Rights of First Refusal. A. In the event this Lease is in full force Seller and effect Purchaser acknowledge and provided Tenant is not in default under the terms and conditions of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant agree that the Right of First Refusal (First Right), second Rider attached to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of this Agreement is incorporated into the terms for which Landlord is willing and provisions of this Agreement. Seller shall use Seller's best efforts to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) cause any tenants that have a right of first refusal within TWO (2) BUSINESS DAYS with respect to all or any portion of notification any of the Projects to, on or before the expiration of the Inspection Period, either waive or elect to Tenant purchase such Projects. Notwithstanding the foregoing, with respect to any tenant who has not waived or elected to exercise such right of first refusal prior to the expiration of the Inspection Period, if any such tenant elects to exercise a right of first refusal for a Project after the expiration of the Inspection Period but before Closing, such Real Property shall be removed from this Agreement, and the Purchase Price shall be reduced by Landlord the amount allocated to such Real Property in Exhibit "C", and Seller shall reimburse Purchaser for all due diligence costs incurred by Purchaser in performing its due diligence investigations with respect to such Project, with such amounts to be credited against the Purchase Price at Closing, or if Purchaser has the right to terminate this Agreement after the expiration of an impending offer on said subject premisesthe Inspection Period, then Seller shall immediately pay such amounts to Purchaser upon demand. Tenant The foregoing obligation of Seller to reimburse Purchaser shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premisessurvive any termination of this Agreement. If Landlord any tenant with a right of first refusal has not received a written response exercised or waived such right of first refusal prior to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from LandlordClosing, then it Purchaser shall close on such Projects. If any tenant elects to exercise a right of first refusal for any of such Projects after the Closing, then Purchaser shall be deemed that Tenant is waiving its right entitled to lease the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenantreceive all amounts paid by such tenant for such Project. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant herein.

Rights of First Refusal. A. In If any Employee Investor (the event this Lease is in full force and effect and provided Tenant is not in default under "EMPLOYEE INITIATING PARTY") desires to Transfer Securities to any Person other than the Company, prior to Such Transfer, such Employee Initiating Party shall give notice of such offer to the Company. Such notice (the "TRANSFER NOTICE") shall state the terms and conditions of such offer, including the Leasename of the prospective purchaser, BEYOND ANY APPLICABLE CURE the proposed purchase price per share of such Securities, payment terms, the type of disposition and the number of shares of such Securities to be transferred (the "FIRST REFUSAL SECURITIES") and any other material terms and conditions of the proposed Transfer. For a period of forty-five (45) days following the receipt of the Transfer Notice (the "FIRST REFUSAL PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right"), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant Company shall have the Right of right to elect to purchase any First Refusal ("Second Right") Securities specified in the Transfer Notice at the price and upon the terms set forth in the Transfer Notice. In the event that the Company elects to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing purchase part or all of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from LandlordFirst Refusal Securities, then it shall be deemed give written notice, during the First Refusal Period, to the Employee Initiating Party of its election. In the event that Tenant is waiving the Company elects to purchase the First Refusal Securities, the Company shall purchase all such First Refusal Securities for such price, within ninety (90) days after the date the Company receives the Transfer Notice. The Company may elect to assign its right to lease purchase any First Refusal Securities to an eligible employee designated by the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as Compensation Committee of the commencement date of this Lease Board (the a "Existing LeasesDESIGNATED EMPLOYEE"). As Notwithstanding anything to the contrary in this Section 3.1.1, in the event that all of the date of this LeaseFirst Refusal Securities specified in the Transfer Notice are not purchased by the Company or the Designated Employee, as the tenants under Existing Leases are: Reply Corporation and AG Associatescase may be within such ninety (90) day period, Inc. Only AG Associates ha sa then neither the Company nor the Designated Employee shall have any right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of purchase any such First Refusal granted Securities, and the Employee Initiating Party may, within the ninety (90) day period following the expiration of the First Refusal Period, subject to Tenant herein.compliance with Sections 5 and 6, sell the First Refusal Securities specified in the Transfer

Rights of First Refusal. A. In Each Purchasing Party will have the event this Lease is in full force and effect and provided Tenant is option, but not in default under the terms and conditions obligation, to purchase up to that portion of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering partyFounders Offered Securities, on the same terms and conditions as were originally offered are specified in the Founders Transfer Notice, including any deferred payment terms, PROVIDED, that the Purchasers will have the right to Tenant. D. Neither Right substitute cash in the amount of First Refusalthe fair market value of any non-cash consideration proposed to be received from the proposed transferees, as outlined aboveshall equal the product obtained by multiplying (A) the quotient obtained by dividing (I) the number of shares of Common Stock held by such Purchasing Party (for this purpose, shall apply including all shares of Common Stock that were issued to extensions or that are issuable upon conversion of leases shares of stock held by such Purchasing Party) by (II) the aggregate number of shares of Common Stock held by all Purchasing Parties electing to purchase (for space with Tenants who this purpose, including all shares of Common Stock issued to or that are in occupancy issuable upon conversion of buildings designated shares of Preferred Stock and exercise of Derivative Securities held by such Purchasing Parties) by (B) the number of Founders Offered Securities. Within 30 days after the effective date of the Founders Transfer Notice, each of the Purchasing Parties will give written notice to the Transferring Founder stating whether it elects to exercise such option, and if so, as to how many of the Founders Offered Securities it elects to exercise such option. Failure by any Purchasing Party to give such notice within such time period will be deemed an election by it not to exercise its option. The closing of the purchase and sale of the Founders Offered Securities to the Purchasing Parties will take place as soon as is reasonably practicable at such date, time, and place as the Purchasing Parties may reasonably determine. As to any Founders Offered Securities that the Purchasing Parties do not elect to purchase hereunder, subject to the provisions of Section 4(b)(ii) hereof, the Transferring Founder will thereafter be free for a period of 90 days after expiration of the 30-day period referred to above to consummate the Transfer described in the Exhibit A site plan as Founders Transfer Notice to the transferee(s) specified therein, at the price and on the other terms set forth therein; PROVIDED, that such transferee(s) first execute(s) and deliver(s) to the Company a written agreement to be bound by all of the commencement date provisions of this Lease (Section 4) and naming the "Existing Leases")Purchasing Parties as intended third-party beneficiaries of such agreement. As However, if such Transfer is not consummated within such 90-day period, the Transferring Founder will not Transfer any of the date Founders Offered Securities as have not been purchased within such period without again complying with all of the provisions of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant hereinSection 4.

Rights of First Refusal. A. In the event Provided that (i) no Event of Default exists under this Lease, (ii) this Lease is in full force and effect effect, (iii) Tenant has not assigned this Lease (excluding transfers not requiring Landlord's consent hereunder), and provided (iv) Tenant is has not previously exercised its expansion option referred to in default under Article 32 above, then, and only then, Tenant shall have a right of first refusal to lease the entire third floor of the Building, or such applicable portion thereof (hereinafter the "First Refusal Space"), pursuant to the terms and conditions set forth below. If, subject to the terms of the Leaseimmediately preceding sentence, BEYOND ANY APPLICABLE CURE PERIODat any time prior to November 1, 2002, Landlord hereby grants Tenant the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") receives an offer to lease any space designated in Exhibit Aportion of the third floor of the Building (and such offer is acceptable to Landlord), as "site plan", then Landlord shall notify give Tenant in writing written notice of the terms for and conditions on which Landlord such third party is willing to lease the subject premises. C. The foregoing rights First Refusal Space ("Offer") and Tenant shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) have a right of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, First Refusal Space on the same terms and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated set forth in the Exhibit A site plan as Offer (it being understood and agreed there shall be no abatement of monthly Basic Rental applicable to such First Refusal Space and no obligation of the commencement Landlord to provide any tenant improvement allowance with respect to such First Refusal Space unless the same is set forth in the Offer). Tenant may exercise its right of first refusal hereunder by giving Landlord written notice of such exercise within five (5) business days after the date of Tenant's receipt of the Offer. To be valid, Tenant's exercise of such right of first refusal must be unqualified and unconditional, and once timely exercised, may not be rescinded by Tenant. Tenant's failure to give written notice of its exercise of the right of first refusal within said five (5) business day period referred to above shall be deemed Tenant's waiver of its right of first refusal to lease the First Refusal Space as provided herein. If Tenant gives timely written notice of its exercise of the right of first refusal, then Landlord shall prepare an amendment to this Lease that incorporates the First Refusal Space into the Premises or a new lease covering the First Refusal Space on the applicable terms and conditions set forth in the third party Offer and otherwise on the terms and conditions set forth in this Lease (except that Landlord shall not be obligated to furnish any tenant improvement allowance or construct or install any tenant improvements with respect to the "Existing Leases"First Refusal Space unless set forth in the third party Offer). As Landlord and Tenant agree to execute an amendment to this Lease that incorporates the First Refusal Space into the Premises or a new lease covering the First Refusal Space as contemplated herein within ten (10) days after Landlord delivers the same to the Tenant. If Tenant fails to timely exercise its right of first refusal in accordance with the terms set forth above, then Tenant's right of first refusal with respect to the First Refusal Space shall be deemed terminated and Landlord shall have the unfettered right, notwithstanding the provisions of Article 32 above, to lease the First Refusal Space to any third party on terms and conditions not substantially more favorable to the proposed tenant than those set forth in the third party Offer. For purposes of this Article 33, the term "substantially more favorable" shall mean a rental rate of less than 95% of the date of this Leaserental rate offered to Tenant pursuant to the third party Offer. If Landlord leases the First Refusal Space to a third party in accordance with the terms set forth above, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right such third party shall be deemed to lease 0000 Xxxxxxx Xxxxx, which is superior such First Refusal Space free and clear of any rights of Tenant to such First Refusal Space and also free and clear of any right Tenant may have to expand into such First Refusal Space pursuant to the Rights terms of Article 32 above. If, however, Landlord has not leased the First Refusal granted Space to a third party as provided above within ninety (90) days following the date Tenant hereinwaives its right of first refusal or the date such right of first refusal lapses without Tenant having timely exercised such right, then Tenant's right of first refusal shall revive automatically.

Rights of First Refusal. A. In If any Holder or any Permitted Transferee, other than Tawfik (the event “Transferring Holder") shall propose to Transfer Company Securities to any Person (a “Proposed Transferee”) other than a Permitted Transferee, such Transfer shall be conditioned upon the satisfaction of the following conditions precedent: (a) Such Transferring Holder shall first offer to sell to the Company or any Persons designated by the Company as the purchaser hereunder (the Company or such designees being referred to as the “Designated Purchaser") the Company Securities that the Transferring Holder desires to sell (the “Offered Securities”), at the same price and on the terms identical in all material respects to those terms that the Transferring Holder intends to sell the Offered Securities to the Proposed Transferee; provided, however, that the Designated Purchaser shall have no right to acquire the Offered Securities unless the Designated Purchaser acquires all of the Offered Securities, except if the Transferring Holder shall have consented to the purchase of less than all of the Offered Securities. If such proposed Transfer involves consideration other than cash, any Person having rights under this Lease is Section 3.2 shall have the right to elect to pay, in full force lieu of such non-cash consideration, cash in an amount equal to the fair market value of such non-cash consideration. Such offer shall be made by a written notice (the “Notice of Proposed Transfer”) delivered to the Company and effect each Holder not less than ninety (90) days prior to the proposed Transfer. Such Notice of Proposed Transfer shall set forth the identity of the Proposed Transferee, the Offered Securities proposed to be sold, and provided Tenant is not in default under the terms and conditions of the Leaseproposed Transfer, BEYOND ANY APPLICABLE CURE PERIODincluding price per share and any other material terms and conditions or material facts relating to the proposed sale and shall contain a copy of the written offer from the Proposed Transferee. In addition, Landlord hereby grants Tenant the Right Transferring Holder shall provide to the Designated Purchaser all such other information relating to the Offered Securities, the Proposed Transferee and the proposed Transfer as the Designated Purchaser may reasonably request. If the Designated Purchaser elects to purchase the Offered Securities, the Designated Purchaser shall give notice of First Refusal such election to the Transferring Holder within thirty (First Right30) days after receipt of the Notice of Proposed Transfer (the “Designated Purchaser Acceptance Notice”) and shall complete the purchase of the Offered Securities within thirty (30) days after the date of the Designated Purchaser Acceptance Notice. (b) If the Designated Purchaser does not accept the offer made by the Transferring Holder with respect to all of the Offered Securities within the time periods provided in Section 3.2(a), second to AG Associates' Option to Expandthen, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant Transferring Holder shall have the Right right for a period of First Refusal ninety ("Second Right"90) to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing days following the expiration of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its Designated Purchaser’s right to lease elect to purchase Offered Securities in accordance with this Section 3.2, to sell all of the subject spaceOffered Securities, but at not less than the price, and Landlord will be free to lease upon terms not more favorable to the original offering partyProposed Transferee, on the same terms and conditions as than were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated contained in the Exhibit A site plan as Notice of Proposed Transfer. Any Offered Securities not sold in accordance with the commencement date provisions of this Lease Section 3 within such ninety (90) day period shall continue to be subject to the "Existing Leases"). As of the date requirements of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant hereinSection 3.

Rights of First Refusal. A. (a) The Parties acknowledge that some of the assets, rights, interests and property of the KML Operating Entities are subject to rights of first refusal, rights of first offer, or other pre-emptive rights of purchase (any such rights, the “Rights of First Refusal”) and that the KML Disclosure Letter sets out a complete and accurate list of such assets, rights, interests and property (collectively, the “ROFR Assets”) which are triggered by the Arrangement or any of the transactions contemplated herein. The Parties acknowledge and agree as to the value allocated to each of the ROFR Assets (a “ROFR Value”) as set forth in the KML Disclosure Letter. (b) As soon as practicable following the date hereof, KML shall cause the applicable KML Operating Entities to prepare and to send notices, in the form acceptable to Pembina acting reasonably, and using the applicable ROFR Values set forth in the KML Disclosure Letter, to the Persons holding Rights of First Refusal and shall provide Pembina a copy of all such notices. KML shall promptly notify Pembina upon each Person exercising or waiving a Right of First Refusal or any Right of First Refusal being extinguished. (c) In the event this Lease is a holder of a Right of First Refusal in full force and effect and provided Tenant respect of any ROFR Assets validly exercises such rights but the purchase of such ROFR Assets is not in default under completed on the terms and conditions Effective Date or the holder of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the has not exercised or waived its Right of First Refusal ("Second Right") and the applicable waiting period thereunder has not yet expired prior to lease any space designated the Effective Date, provided that this Agreement is not terminated in Exhibit Aaccordance with the terms hereof, as "site plan", Landlord Pembina shall notify Tenant in writing cause the applicable KML Operating Entity to comply with the terms of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither applicable Right of First Refusal, as outlined above, Refusal from and after the Effective Date and the applicable KML Operating Entity shall apply be entitled to extensions of leases for space with Tenants who are any proceeds payable in occupancy of buildings designated in the Exhibit A site plan as respect of the commencement date disposition of this Lease such XXXX Xxxxx. (the "Existing Leases"). As x) The entering into of the date any agreement, or amendment or waiver of this Leasean existing agreement, the tenants under Existing Leases are: Reply Corporation between KML or its Subsidiaries and AG Associates, Inc. Only AG Associates ha sa right a counterparty to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights a Right of First Refusal granted to Tenant hereinshall require the prior written approval of Pembina, in its sole and unfettered discretion.

Rights of First Refusal. A. In (a) The Vendor confirms that the event Assets are subject to Rights of First Refusal and such assets are identified in Schedule "G". (b) Within 5 Business Days of the execution and delivery of this Lease Agreement, Vendor shall advise Purchaser which of the Assets are subject to Rights of First Refusal (the "ROFR Assets") and which Assets are not subject to Rights of First Refusal pursuant to the terms of the applicable operating agreements. Within 3 Business Days of receiving such advice, Purchaser shall advise Vendor in writing of its bona fide allocations of value for Vendor's interest in and to the ROFR Assets. Provided Vendor is in full force agreement with Purchaser's bona fide allocations, Vendor shall comply with the applicable provisions of such rights and effect shall courier notices to the Third Parties (and provided Tenant Purchaser, if applicable) holding such rights no later than 2 Business Days after it receives the bona fide allocations of Purchaser, in a form that is acceptable to Purchaser acting reasonably, using the bona fide allocations of Purchaser. Vendor shall notify Purchaser in writing forthwith upon each Third Party exercising or waiving such a right. If any such Third Party elects to exercise such a right, the definition of Assets shall be deemed to be amended to exclude those ROFR Assets in respect of which the right has been exercised, such ROFR Assets shall not in default under be conveyed to Purchaser and the terms Purchase Price, the tax allocations and conditions the Goods and Services Tax shall be reduced accordingly. Purchaser shall indemnify and save Vendor harmless from and against any and all Losses arising out of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant allocations provided by Purchaser in respect of the Right of First Refusal (First Right), second notices to AG Associates' Option be provided pursuant to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant herein.section 9.1

Rights of First Refusal. A. In If any Investor (other than Cypress and its Affiliates) desires to accept an offer (which must be in writing and for cash, be irrevocable by its terms for at least 90 days and be a bona fide offer as determined in good faith by the event this Lease is Company's Board of Directors or the Executive Committee thereof) from any prospective purchaser to purchase all or any part of the Registrable Securities at any time owned by such Investor, such Investor (a "ROFR Selling Investor") shall give notice in full force writing to the Company and effect the other Investors (i) designating the number of Registrable Securities proposed to be sold, (ii) naming the prospective purchaser of such Registrable Securities and provided Tenant is not in default under (iii) specifying the price (the "ROFR Offer Price") at and terms (the "ROFR Offer Terms") upon which such ROFR Selling Investor desires to sell the same (including the terms of each agreement with respect to the sale between such ROFR Selling Investor and conditions such prospective purchaser). During the 30-day period following receipt of such notice by the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant Company and the Right of other Investors (the "First Refusal (First RightPeriod"), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant Company shall have the Right right to purchase from such ROFR Selling Investor all (but not less than all) of the Registrable Securities specified in such notice, at the ROFR Offer Price and on the ROFR Offer Terms. The Company hereby undertakes to use reasonable efforts to act as promptly as practicable following such notice to determine whether it shall elect to exercise such right and to provide notice of such determination to each Investor promptly thereafter. If the Company fails to exercise such rights within the First Refusal Period, the other Investors shall have the right to purchase all ("Second Right"but not less than all) to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing Registrable Securities specified in such notice, at the ROFR Offer Price and on the ROFR Offer Terms and on a pro rata basis (based on the number of Registrable Securities owned by such other Investors as may elect to lease participate in such purchase (such other Investors, the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing "ROFR Buying Investors")), at any time during the period beginning at the earlier of Tenant's intent (x) the end of the First Refusal Period and (y) the date of receipt by such other Investors of written notice that the Company has elected not to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms its rights and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease ending 30 days thereafter (the "Existing LeasesSecond Refusal Period"). As The rights provided hereunder shall be exercised by written notice to a ROFR Selling Investor given at any time during the applicable period. If such right is exercised, the Company or the ROFR Buying Investor(s), as the case may be, shall deliver to such ROFR Selling Investor a certified or bank check(s) for the ROFR Offer Price, payable to the order of such ROFR Selling Investor, against delivery of certificates or other instruments representing the Registrable Securities so purchased, appropriately endorsed by such ROFR Selling Investor. If such right shall not have been exercised prior to the expiration of the date Second Refusal Period, then at any time during the 90 days following the expiration of the Second Refusal Period, such ROFR Selling Investor may sell such Registrable Securities to (but only to) the intended purchaser named in such ROFR Selling Investor's notice to the Company and the other Investors at the ROFR Offer Price and on substantially the ROFR Offer Terms specified in such notice, free of all restrictions or obligations imposed by, and free of any rights or benefits set forth in, Sections 4.2 and 4.3 of this LeaseAgreement, the tenants under Existing Leases are: Reply Corporation provided that such intended purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in substance and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior form to the Rights Company, to make and be bound by customary securities law representations and warranties with respect to such purchaser's acquisition of First Refusal granted to Tenant hereinsuch Registrable Securities.

Rights of First Refusal. A. In Lessee hereby acknowledges that, as of the event date hereof, Lessee has elected not to include as part of the Premises an area of the Building immediately adjacent to the Premises containing approximately 18,868 sq. ft. as depicted on Exhibit B attached hereto and made part of this Lease is in full force and effect and provided Tenant is not in default under (the terms and conditions of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord "Expansion Space"). Lessor hereby grants Tenant to Lessee the Right first right to lease such Expansion Space as provided below. If during the Term of First Refusal this Lease any person or entity offers in writing (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second RightOfferor") to lease any space designated the Expansion Space on terms acceptable to Lessor, and provided Lessee is not then in Exhibit Adefault under this Lease, as "site plan", Landlord Lessor shall notify Tenant in writing of the terms for which Landlord is willing give written notice to Lessee offering to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, Expansion Space or any portion thereof on the same terms and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, made by the Offeror (the "Notice"). Lessee shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in have the Exhibit A site plan as right within five (5) business days from receipt of the commencement date Notice to lease such space on the same terms and conditions as offered by the Offeror. Further, regardless of whether any person or entity offers to lease the Expansion Space, Lessee shall have the right prior to receipt of the Notice, to elect to lease the Expansion Space on the same terms and conditions of this Lease by providing Lessor with written notice of its election to lease the Expansion Space. If Lessee exercises its right of first refusal or elects to lease the Expansion Space, Lessor shall forward to Lessee an amendment to the Lease (the "Existing LeasesAmendment")) within thirty (30) days after such exercise or election documenting and incorporating into the Lease the terms and conditions pertaining to the Expansion Space. As If Lessee fails to so execute and deliver the Amendment within ten (10) days after receipt thereof, or if Lessee fails to elect to lease such space within five (5) business days, Lessor shall then be free for the following one hundred twenty (120) day period to lease the Expansion Space on terms not materially more favorable than those contained in the Notice. If Lessor shall not lease the Expansion Space on such terms within such 120‐day period, then Lessor shall be required to give to Lessee a right of first refusal in the manner set forth above with respect to any other proposed lease of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant hereinExpansion Space.

Rights of First Refusal. A. In the event this Lease is in full force and effect and provided So long as Tenant is not in default under the terms of this Lease beyond applicable cure periods and conditions Tenant has not exercised its option set forth in paragraph 5 of the Leasethis Exhibit “E”, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right), second and subject to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the subject premises. C. The foregoing and all prior rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases granted for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan Building as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, in the tenants under Existing Leases are: Reply Corporation event any premises in the to-be-built adjacent Shopton 18-C building (“Building 18-C”) which is owned by an affiliate of Landlord becomes available for rent, Landlord shall so notify Tenant. Thereupon, Tenant shall, for a period of ten (10) business days following receipt of such notice, have a right and AG Associates, Inc. Only AG Associates ha sa right option to lease 0000 Xxxxxxx Xxxxx, which is superior such premises at Market Rent and terms for the intended use for the remainder of the term of this Lease (as may be extended). Upon addition of space to the Rights Premises pursuant to the exercise by Tenant of First Refusal its option hereunder, Landlord and Tenant shall execute and deliver an amendment to this Lease confirming the same (or, at Tenant’s option, enter into a separate lease for such premises). Notwithstanding anything in this Lease to the contrary, the right of first refusal granted to Tenant hereinpursuant to this paragraph (i) is not applicable during the final twelve (12) months of the initial Term or any Renewal Term, unless Tenant has exercised its next Renewal Term, if any, in accordance with this Lease, and (ii) shall have no impact on Tenant’s right to exercise its Termination Right for the Premises in accordance with paragraph 3 of this Exhibit “E” (it being understood and agreed that Tenant shall also terminate the lease for Building 18-C at the same time as the Premises, if at all, by reimbursing Landlord for all unamortized costs for the Building 18-C transaction (as described in paragraph 3 of this Exhibit “E”).

Rights of First Refusal. A. In the event this Lease is in full force and effect and provided Tenant is not in default under Subject to the terms and conditions set forth in this Section 12.01 and provided that no Event of Default with respect to the subject Leased Property has occurred and is continuing at such time or at the expiration of this Agreement or the individual Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have a right of first refusal (the Right of First "Purchase Refusal ("Second Right") to lease purchase any space designated Leased Property (including any Leased Property owned by an Affiliate [as defined in Exhibit ASection 1.06 hereof] of Landlord). If during the Term and for a period of ninety (90) days following termination of any Lease (other than as a result of the exercise by Landlord of its rights or remedies under this Agreement), as "site plan"Landlord or any Affiliate of Landlord receives a bona fide third party offer to Transfer any Leased Property, then, prior to accepting such third party offer, Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification send written notice and a copy thereof to Tenant by Landlord of an impending offer on said subject premises("Landlord's Notice"). Tenant shall have two thirty (230) BUSINESS DAYS days after receipt of Landlord's Notice to accept exercise Tenant's Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, Landlord or its Affiliates may Transfer such Leased Property provided however, that the Transfer of the Leased Property is at a price equal to or greater than the price contained in the Landlord's Notice, and otherwise consistent in all material respects with the terms and conditions as written by set forth in Landlord's Notice. Tenant's Purchase Refusal Right shall revive in the event that Landlord fails to Transfer the Leased Property within said one hundred eighty (180) days. In the event that Tenant elects to exercise the Purchase Refusal Right and to agree in writing to lease acquire the subject premises. If Landlord has not received a written response to lease the subject premises from Leased Property thereby, (a) Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, acquire such Leased Property on the same terms and conditions and subject to all time periods and other limitations as were originally offered provided in Landlord's Notice (provided, however, Tenant shall in all events have not less than one hundred twenty (120) days to Tenantclose its acquisition of the Leased Property following its written notice exercising its Purchase Refusal Right), and (b) concurrently with such acquisition, the Lease of such Leased Property shall terminate (but Tenant shall remain liable to pay any accrued Rent due and payable on the closing date with respect to such Leased Property and all indemnifications and other provisions that survive the expiration of the individual Lease or of this Agreement shall continue in effect), and this Agreement shall be appropriately amended to reflect the termination of such Lease. Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any Transfer of a Leased Property to any Affiliate of Landlord, so long as such Affiliate acquires such Leased Property subject to the Purchase Refusal Right. D. Neither Right A " Transfer" is any direct or indirect sale, conveyance or other disposition, including any transfer of First Refusala controlling ownership interest in any owning partnership, as outlined abovelimited liability company or corporation, shall apply to extensions and including any lease with a term in excess of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease five (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant herein5) years.

Rights of First Refusal. A. In 7.1 Rights of First Refusal (a) Forthwith upon execution of the event Agreement by the Parties, Purchaser shall advise in writing of its bona fide allocations of value for the Assets to which the Identified ROFRs relate (the "ROFR Allocations"). (b) Vendor shall issue notices to the Third Parties holding Identified ROFRs (the "ROFR Holders") in accordance with the applicable provisions of such rights no later than five (5) Business Days after it receives the value allocations relating to the Assets affected by each such Identified ROFR from Purchaser as provided in Clause 7.1(a). (c) Vendor shall notify Purchaser in writing forthwith upon receipt of notice from any Third Party exercising or waiving any Identified ROFRs for which notices were issued pursuant to Clause 7.1(b). (d) Vendor shall comply with the terms of each of the Identified ROFRs exercised by the holders thereof by selling and conveying to such holders the portion of the Assets which are subject to such exercised Identified ROFR. If any Identified ROFRs are exercised by the holders thereof this Lease is Agreement shall be deemed to have been amended, effective as of the date of this Agreement, to exclude the applicable Assets from the definitions of "Assets", "Major Facilities and Pipelines", "Miscellaneous Interests", "Petroleum and Natural Gas Rights", "Tangibles" and "Xxxxx", as may be applicable, and to reduce the Purchase Price by the aggregate of the values allocated to such Assets as provided in full force Clause 7.1(a). (e) From and effect after Closing the Parties shall cooperate and shall take all steps required to comply with any ROFRs identified after Closing in accordance with the terms thereof. Purchaser shall be entitled to receive all proceeds payable by the holders of any such ROFRs exercised after Closing and there will be no adjustment to the Closing Purchase Price as a consequence of the identification of any such ROFRs or the exercise thereof after Closing. (f) Notwithstanding any other provision in this Agreement, Purchaser shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of the Vendor's Related Persons, and, in addition and as an independent covenant, shall indemnify Vendor and each of the Vendor's Related Persons from and against, all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it, in either case, as a consequence of any allocation of value provided Tenant is by Purchaser and used by Vendor in the issuance of a notice in respect of a Identified ROFR pursuant to Clause 7.1(a), any failure by Purchaser to comply with the terms of any ROFR identified after Closing and any allocation of value used by Purchaser in the issuance of a notice in respect of a ROFR identified after Closing. (g) If, at Closing, any Identified ROFR has not been waived and the time to elect has not elapsed (the "Unexpired ROFRs"), Closing shall proceed in default respect of the remaining Assets, and the Parties will deposit with the Escrow Agent under the terms and conditions of the LeaseROFR Escrow Agreement, BEYOND ANY APPLICABLE CURE PERIODthat portion of the Purchase Price allocated to the Assets subject to the Unexpired ROFRs (the "Escrow Assets") and all closing documentation required for the sale of all Escrow Assets by Vendor to Purchaser. In such case, Landlord hereby grants Tenant the Right following procedures shall apply: (i) if an Unexpired ROFR is exercised by a Third Party, the Parties will promptly notify the Escrow Agent thereof in writing and: (A) the funds deposited with the Escrow Agent in respect of First Refusal such Escrow Assets will be refunded by the Escrow Agent to Purchaser together with the interest earned thereon while held by the Escrow Agent; and (First RightB) the closing documentation related to such Escrow Assets deposited with the Escrow Agent will be of no force or effect; (ii) if after Closing an Unexpired ROFR is extinguished by lapse of time, waiver or otherwise (other than as a result of being exercised), second the Parties will promptly notify the Escrow Agent thereof in writing and: (A) the Escrow Agent will promptly pay the funds deposited with the Escrow Agent in respect of such Escrow Assets to AG Associates' Option Vendor together with the interest earned thereon while held by the Escrow Agent; and (B) the Escrow Agent will promptly deliver copies of the closing documentation deposited with the Escrow Agent in relation to Expandsuch Escrow Assets to each Party, such documentation shall be effective and the sale of such Escrow Assets to Purchaser pursuant hereto shall have closed. (h) If, prior to Closing, a ROFR Holder challenges a ROFR Allocation and the challenge has not been resolved prior to Closing, then: (i) if such ROFR Holder has not commenced an action with respect to the ROFR Allocation prior to the Closing Date, the premises as defined herein. Said First Right Parties shall proceed to Closing with the applicable Assets included in the Assets conveyed at Closing; (ii) if such ROFR Holder has commenced any litigation, legal proceedings or arbitration with respect to the ROFR Allocation (a "ROFR Action") prior to the Closing Date, then Closing shall occur on the Closing Date with respect to only those Assets not subject to the ROFR Action and conveyance of those Assets subject to the ROFR Action and payment for same shall be secondary governed by the ROFR Escrow Agreement; (iii) Vendor shall diligently proceed with the defence, compromise or settlement of the ROFR Action and shall advise Purchaser with respect to AG Associates Option the ROFR Action; (iv) the Parties shall cooperate with each other in the defence of the ROFR Action; and (v) Vendor shall not enter into any settlement, consent order or other compromise with respect to Expandthe ROFR Action without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, as defined in their lease dated July 21, 1995delayed or conditioned). B. Furthermore(i) If, Tenant shall have after the Right of First Refusal ("Second Right") amount finally attributed to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the those Assets subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering partyROFR Action has been decided by way of judicial resolution or settlement, the applicable ROFR Holders do not exercise their Identified ROFR on such Assets, then: (i) the Parties shall proceed to close on the sale of such Assets to Purchaser, to the fullest extent possible, under the same terms and conditions as were contained within this Agreement; and (ii) at the closing of such sale, Vendor shall be paid the entire amount originally offered allocated by Purchaser to Tenantsuch Assets, provided that the Parties shall be required to close on such Assets no later than thirty (30) days following the ROFR Holder’s election to not exercise its Identified ROFR. D. Neither Right of First Refusal(j) If, as outlined abovewithin one hundred fifty (150) days from Closing: (i) Vendor provides to Purchaser written confirmation to Purchaser’s reasonable satisfaction, shall apply that a ROFR Holder which had previously exercised an Identified ROFR has subsequently elected to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Leasenot proceed with, or is otherwise unable to consummate, the tenants under Existing Leases are: Reply Corporation acquisition of those Assets which were the subject of such exercised Identified ROFR; (ii) all rights of ROFR Holders in respect of such Identified ROFR have otherwise expired or been waived in accordance with its terms; and (iii) Vendor’s subsequent sale and AG Associatesconveyance of such Assets to Purchaser would not give rise to or make operative any further or additional ROFR, Inc. Only AG Associates ha sa right whether triggered by this Agreement or otherwise, Vendor shall sell and convey such Assets to lease 0000 Xxxxxxx XxxxxPurchaser and Purchaser shall purchase and accept such Assets from Vendor, which is superior pursuant to an agreement on the same terms as this Agreement, and for an amount equal to the Rights of First Refusal granted to Tenant hereinROFR Allocation.

Rights of First Refusal. A. In (a) The Purchaser acknowledges that certain of the event WCBU Assets may be subject to a ROFR which is exercisable by virtue of the Vendors and the Purchaser having entered into this Lease Agreement. The Parties acknowledge and agree that while the Vendors have used commercially reasonable efforts to identify ROFRS triggered by the Transaction, there may be ROFRs identified after Closing in addition to the Identified ROFRS for which the Purchaser shall be required to comply. The Purchaser shall use commercially reasonable efforts to provide to the Vendors within ten (10) Business Days following: (i) execution of this Agreement, its bona fide allocations of the portion of the Base Purchase Price attributable to the WCBU Assets for the Identified ROFRs; and (ii) the Vendors’ or the Purchaser’s identification of ROFRs in addition to the Identified ROFRs, its bona fide allocations of the portion of the Base Purchase Price attributable to the WCBU Assets for such additional ROFRs; (in each case the “Allocated ROFR Value”). The Purchaser acknowledges and agrees that for purposes of complying with any ROFRs, the Allocated ROFR Value shall be limited for all purposes, to a sale of the WCBU Assets affected by such ROFR. If the Vendors have a bona fide concern regarding the allocation, the Purchaser shall provide reasonable detail therefor. (b) The Vendors shall promptly serve all notices required in respect of Identified ROFRs and other ROFRs in each case where no exemption applies, as promptly as possible after identification and receipt of the Allocated ROFR Value, utilizing the Allocated ROFR Value. Each such notice shall include a request for a waiver of the ROFR and the granting of any consent that may be required. The Vendors shall, and shall cause any Affiliates or Subsidiaries to waive all ROFRs in respect of any non-arm’s length agreements to which a ROFR is triggered as a result of this Agreement. (c) Notwithstanding any other provision of this Agreement to the contrary, if any of the Third Parties receiving such a notice (a “ROFR Holder”) elects to exercise its rights to acquire the WCBU Assets subject to the ROFR (hereinafter in full force this clause called the “Exercised Assets”), the Vendors shall as soon as reasonably possible notify the Purchaser of same and effect thereupon: (i) the Exercised Assets shall not be sold pursuant hereto and provided Tenant is not in default under the terms “WCBU Assets”, “WCBU Lands”, “WCBU Leases”, “WCBU Major Facilities and conditions Pipelines”, “WCBU Miscellaneous Interests”, “WCBU Petroleum and Natural Gas Rights”, “WCBU Licences”, “WCBU Surface Interests”, “WCBU Tangibles”, “WCBU Units”, and “WCBU Xxxxx” shall be construed so as not to include such Exercised Assets; (ii) the Base Cash Price shall be reduced by the Allocated ROFR Value attributed to the Exercised Assets, and any adjustments applicable thereto calculated in accordance with Clause 4.1 and the term “Base Cash Price” shall be construed to be such reduced amount; (iii) except as contemplated in Clause 9.1(c)(ii), there shall be no adjustments made pursuant to Article 9 on account of any Exercised Assets. (iv) if the Parties cannot agree on the allocation under this Article 9, such dispute may be resolved in accordance with Clause 15.2(b)(i). (d) From and after Closing the Parties shall cooperate and shall take all steps required to comply with any ROFRs identified after Closing in accordance with the terms thereof. The Purchaser shall be entitled to receive and retain all proceeds payable by the holders of any such ROFRs exercised after Closing and there will be no adjustment to the Purchase Price as a consequence of the Leaseidentification of any such ROFRs or the exercise thereof after Closing. (e) The Purchaser shall be liable to the Vendors for all Claims, BEYOND ANY APPLICABLE CURE PERIODand as a separate and independent covenant, Landlord hereby grants Tenant the Right Purchaser agrees to indemnify and hold each Vendor and Vendor Entity harmless from and against all Losses and Liabilities incurred or suffered by such Vendor or any Vendor Entity arising out of First Refusal or relating to: (First Righti) using the Allocated ROFR Value provided by the Purchaser pursuant to Clause 9.1(a) above; (ii) challenges by any ROFR Holder who disputes the validity of a notice of a ROFR in respect of the WCBU Assets served by Purchaser after Closing; (iii) any failure by the Purchaser to comply with the terms of any ROFR identified after Closing in accordance with Clause 9.1; and (iv) any failure by the Purchaser to comply with Clause 9.1(d), second 9.1(f) or 9.1(g). (f) If, at Closing, any Identified ROFR has not been waived and the time to AG Associates' Option elect has not elapsed (the “Unexpired ROFRs”), Closing shall proceed in respect of the WCBU Assets applicable to Expandsuch Unexpired ROFRS included in the WCBU Assets conveyed at Closing, and the following procedures shall apply: (i) if an Unexpired ROFR is exercised by a Third Party, the premises as defined herein. Said First Right Purchaser shall, subject to Clause 9.1(h)(i), sell the applicable Exercised Assets to the applicable ROFR Holder in accordance with the terms of the applicable ROFR and the Purchaser shall be secondary entitled to AG Associates Option receive and retain all proceeds payable by such ROFR Holder in respect of the Exercised Assets and there will be no adjustment to Expandthe Purchase Price as a consequence of such sale; or (ii) if after Closing an Unexpired ROFR is extinguished by lapse of time, waiver or otherwise (other than as defined a result of being exercised), the Purchaser shall retain the WCBU Assets to which such unexpired ROFR relates and no further action on the part of the Purchaser will be required, other than to indemnify the Vendors in their lease dated July 21, 1995accordance with Clause 9.1(e). B. Furthermore(g) If, Tenant prior to Closing, a ROFR Holder challenges a ROFR Allocation and the challenge has not been resolved prior to Closing, then: (i) if such ROFR Holder has not commenced an action with respect to the ROFR Allocation prior to the Closing Date, the Parties shall have proceed to Closing with the Right of First Refusal WCBU Assets applicable to such challenged ROFR Allocation included in the WCBU Assets conveyed at Closing; ("Second Right"ii) if such ROFR Holder has commenced any litigation, legal proceedings or arbitration with respect to lease any space designated the ROFR Allocation (a “ROFR Action”) prior to the Closing Date, then the Parties shall proceed to Closing with the WCBU Assets applicable to such ROFR Action included in Exhibit Athe WCBU Assets conveyed at Closing, as "site plan"provided that Clause 9.1(h) shall apply; (iii) the Vendor shall diligently proceed with the defence, Landlord shall notify Tenant in writing compromise or settlement of the ROFR Action subject to Clause 9.1(g)(v), at Purchaser’s cost, and shall advise the Purchaser with respect to the ROFR Action; (iv) the Parties shall cooperate with each other in the defence of the ROFR Action; and (v) the Vendors shall not enter into any settlement, consent order or other compromise with respect to the ROFR Action without the Purchaser’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). (h) If, after the amount finally attributed to those WCBU Assets subject to the ROFR Action has been decided by way of judicial resolution or subject to Clause 9.1(g)(v), settlement: (i) the applicable ROFR Holders do not exercise their Identified ROFR on such WCBU Assets, then the Purchaser shall retain the WCBU Assets to which such ROFR relates and no further action on the part of the Purchaser will be required other than to indemnify the Vendors in accordance with Clause 9.1(e); and (ii) the applicable ROFR Holder exercises their ROFR on such WCBU Assets, then the Purchaser shall sell the applicable Exercised Assets to such ROFR Holder in accordance with the terms of the applicable ROFR and the Purchaser shall be entitled to receive and retain all proceeds payable by such ROFR Holder in respect of such Exercised Assets and there will be no adjustment to the Base Purchase Price as a consequence of such sale; or (i) If, within one hundred fifty (150) days from Closing, the sale of that portion of the WCBU Assets that is subject to an Identified ROFR that has been exercised has not closed: (i) the Vendors shall provide the Purchaser with written notice thereof and written confirmation to Purchaser’s reasonable satisfaction, that a ROFR Holder which had previously exercised an Identified ROFR for which Landlord an adjustment to the Base Purchase Price was made in accordance with Clause 9.1(c) has subsequently elected to not proceed with, or is willing otherwise unable to lease consummate, the acquisition of those WCBU Assets which were the subject premises.of such exercised Identified ROFR; C. The foregoing (ii) all rights of ROFR Holders in respect of such Identified ROFR have otherwise expired or been waived in accordance with its terms; and (iii) Vendors’ subsequent sale and conveyance of such WCBU Assets to Purchaser would not give rise to or make operative any further or additional ROFR, whether triggered by this Agreement or otherwise; Vendors shall be contingent upon Tenant's responding sell and convey such WCBU Assets to Landlord in writing of Tenant's intent Purchaser and Purchaser shall purchase and accept such WCBU Assets from Vendors, pursuant to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, agreement on the same terms as this Agreement, and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior an amount equal to the Rights of First Refusal granted to Tenant hereinROFR Allocation for such WCBU Assets.

Rights of First Refusal. A. In If any Holder or any Permitted Transferee, other than Tawfik (the event “Transferring Holder”) shall propose to Transfer Company Securities to any Person (a “Proposed Transferee”) other than a Permitted Transferee, such Transfer shall be conditioned upon the satisfaction of the following conditions precedent: (a) Such Transferring Holder shall first offer to sell to the Company or any Persons designated by the Company as the purchaser hereunder (the Company or such designees being referred to as the “Designated Purchaser”) the Company Securities that the Transferring Holder desires to sell (the “Offered Securities”), at the same price and on the terms identical in all material respects to those terms that the Transferring Holder intends to sell the Offered Securities to the Proposed Transferee; provided, however, that the Designated Purchaser shall have no right to acquire the Offered Securities unless the Designated Purchaser acquires all of the Offered Securities, except if the Transferring Holder shall have consented to the purchase of less than all of the Offered Securities. If such proposed Transfer involves consideration other than cash, any Person having rights under this Lease is Section 3.2 shall have the right to elect to pay, in full force lieu of such non-cash consideration, cash in an amount equal to the fair market value of such non-cash consideration. Such offer shall be made by a written notice (the “Notice of Proposed Transfer”) delivered to the Company and effect each Holder not less than ninety (90) days prior to the proposed Transfer. Such Notice of Proposed Transfer shall set forth the identity of the Proposed Transferee, the Offered Securities proposed to be sold, and provided Tenant is not in default under the terms and conditions of the Leaseproposed Transfer, BEYOND ANY APPLICABLE CURE PERIODincluding price per share and any other material terms and conditions or material facts relating to the proposed sale and shall contain a copy of the written offer from the Proposed Transferee. In addition, Landlord hereby grants Tenant the Right Transferring Holder shall provide to the Designated Purchaser all such other information relating to the Offered Securities, the Proposed Transferee and the proposed Transfer as the Designated Purchaser may reasonably request. If the Designated Purchaser elects to purchase the Offered Securities, the Designated Purchaser shall give notice of First Refusal such election to the Transferring Holder within thirty (First Right30) days after receipt of the Notice of Proposed Transfer (the “Designated Purchaser Acceptance Notice”) and shall complete the purchase of the Offered Securities within thirty (30) days after the date of the Designated Purchaser Acceptance Notice. (b) If the Designated Purchaser does not accept the offer made by the Transferring Holder with respect to all of the Offered Securities within the time periods provided in Section 3.2(a), second to AG Associates' Option to Expandthen, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant Transferring Holder shall have the Right right for a period of First Refusal ninety ("Second Right"90) to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing days following the expiration of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its Designated Purchaser’s right to lease elect to purchase Offered Securities in accordance with this Section 3.2, to sell all of the subject spaceOffered Securities, but at not less than the price, and Landlord will be free to lease upon terms not more favorable to the original offering partyProposed Transferee, on the same terms and conditions as than were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated contained in the Exhibit A site plan as Notice of Proposed Transfer. Any Offered Securities not sold in accordance with the commencement date provisions of this Lease Section 3 within such ninety (90) day period shall continue to be subject to the "Existing Leases"). As of the date requirements of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant hereinSection 3.

Rights of First Refusal. A. In the event this Lease is in full force and effect and provided Tenant is not in default under the terms and conditions of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord (i) Bridge hereby grants Tenant to the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) Company a right of first refusal during the Exclusivity Period (“ROFR”) with respect to any proposed Transaction relating to an Offered Asset as set forth in this Section 3.2. Subject to the exclusivity restriction set forth in Section 2, if, at any time within TWO the Exclusivity Period, Bridge or its Affiliate receives a bona fide offer from a third party with respect to a Transaction (2) BUSINESS DAYS “ROFR Offer”), Bridge shall promptly give the Company a written notice of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept such ROFR Offer detailing the terms of such ROFR Offer, including but not limited to (a) the identity of the third party offeror, (b) a description of the financial and conditions other material terms proposed by the third party offeror, including a description of the Offered Asset(s) subject to such ROFR Offer, and (c) such other material terms and information regarding the ROFR Offer or the Offered Asset(s) generated by, or on behalf of, Bridge that would be reasonably useful for the Company to determine its interest in the Transaction (“ROFR Offer Notice”), and offer the Company the right to step in and consummate the Transaction on substantially the same terms as set forth in the ROFR Offer Notice. Upon the Company’s written request, Bridge shall promptly, and in any case within [***] of receipt of such request, provide any additional information with respect to the ROFR Offer or the Offered Assets reasonably requested by Landlord and to agree in writing to lease the subject premisesCompany. If Landlord has not received Within [***] from the receipt of the ROFR Offer Notice (“ROFR Exercise Period”), the Company may exercise its ROFR by providing Bridge with a written response to lease notice of its intent thereto (the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's “ROFR Exercise Notice”). Upon Bridge’s receipt of an offer such ROFR Exercise Notice, Bridge shall, or shall cause its Affiliate to negotiate in good faith with the Company or its Affiliate(s) for a period no less than [***] from Landlordthe date of the ROFR Exercise Notice , then it unless such negotiations are earlier terminated by the Company (the “ROFR Negotiation Period”) the terms of a definitive agreement for such Transaction and the Parties shall be deemed enter into the definitive agreement based on substantially the same terms as the ROFR Offer. (ii) If (a) the Company notifies Bridge prior to the expiration of the ROFR Exercise Period that Tenant is waiving the Company elects not to exercise its right ROFR, (b) the Company does not provide Bridge with a ROFR Exercise Notice within the ROFR Exercise Period, or (c) the Company provides Bridge with a ROFR Exercise Notice within the ROFR Exercise Period but the Parties fail to lease reach a definitive agreement on the subject spaceterms of the Transaction during the ROFR Negotiation Period, the ROFR will expire on the applicable expiration date (“ROFR Expiration”, with respect to (a), on the date on which the Company notifies Bridge of its intention not to exercise the ROFR; with respect to (b), the expiration of the ROFR Exercise Period; and with respect to (c), on the expiration date of the ROFR Negotiation Period), and Landlord will Bridge shall be free to lease pursue the Transaction with any third party, provided, that the terms of such Transaction with the third party shall not be, taken as a whole, more favorable to such third party than any offer from the Company. (iii) Notwithstanding anything to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Leasecontrary, the tenants under Existing Leases are: Reply Corporation Parties agree that the ROFR shall automatically renew if Bridge does not enter into a definitive agreement for the Transaction with a third party as described in Section 3.2(ii) above within [***] after the then most-recent ROFR Expiration; provided, however, for the avoidance of doubt, that in no event shall the Exclusivity Period be extended by this Section 3.2(iii) and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant hereinROFR shall not extend beyond the Exclusivity Period.

Rights of First Refusal. A. In (a) Within two (2) Business Days after the event date of execution of this Lease is in full force and effect and provided Tenant is not in default under the terms and conditions Agreement, Vendor shall advise Purchaser which of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Assets are subject to a Right of First Refusal (First Right), second the Assets that are subject to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the such Right of First Refusal (are referred to in this Agreement as the "Second RightROFR Assets") ). Purchaser agrees that it has had full and fair opportunity to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing review the Title and Operating Documents providing for the Rights of the terms for which Landlord is willing to lease the subject premisesFirst Refusal. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s(b) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have Within two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree Business Days after receiving such advice, Purchaser shall advise Vendor in writing of its bona fide allocation of the Base Purchase Price (the "ROFR Value") to lease the ROFR Assets and Purchaser shall indemnify and save Vendor harmless from and against any and all Losses that Vendor suffers, sustains, incurs or pays as a consequence of using the ROFR Value in the ROFR Notices for purposes of handling of applicable Rights of First Refusal, including in respect of any ROFR challenge pursuant to Clause 4.2. (c) Vendor shall comply with the applicable provisions of the Title and Operating Documents granting the Rights of First Refusal and shall deliver (by the means set out in the governing agreements) notices substantially in the form attached hereto as Schedule "G" ("ROFR Notices") to the Third Parties (and Purchaser, if applicable) holding such rights ("ROFR Holders") after it receives the ROFR Value from Purchaser, using the ROFR Value from Purchaser. (d) Vendor shall notify Purchaser in writing forthwith upon each ROFR Holder exercising, challenging or waiving a ROFR Notice. (e) If one or more Rights of First Refusal are exercised prior to Closing, Purchaser shall purchase those Assets not subject premises. If Landlord has not received a written response to lease exercised Rights of First Refusal and the subject premises from Tenant within TWO (2) BUSINESS DAYS definition of Tenant's receipt of an offer from Landlord, then it 'Assets' shall be deemed that Tenant is waiving its right to lease be amended to exclude the subject spaceROFR Assets in respect of the exercised Rights of First Refusal, the pertinent Schedules shall be amended to exclude such ROFR Assets (including using an amendment date postdating the date of such exercise), such ROFR Assets shall not be conveyed to Purchaser, the Base Purchase Price shall be reduced by an amount equal to the aggregate of the ROFR Values for such ROFR Assets, the tax allocation set out in Clause 2.7 shall be adjusted (if necessary), and Landlord will the GST and any other taxes based on the Purchase Price and payable to Vendor shall be free reduced accordingly. (f) In the event that a Third Party exercises a Right of First Refusal and is then unable or unwilling to lease enter into a conveyance agreement with Vendor for the relevant Assets, Purchaser agrees to accept a conveyance of such Assets for the original offering party, on same amount allocated to such Assets by Purchaser under the same terms and conditions as were originally offered this Agreement to Tenant. D. Neither Right whatever extent possible, subject to any rights of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants any other Third Parties who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the may have also exercised Rights of First Refusal granted with respect to Tenant hereinthe same Assets and accordingly may also have a claim to acquire same, or a portion thereof.

Rights of First Refusal. A. In (a) Unless such Stockholder first complies fully with the event provisions of this Lease is in full force and effect and provided Tenant is not in default under the terms and conditions Section 4, (i) no Common Stockholder or Preferred Stockholder shall sell, transfer, assign, pledge, hypothecate, encumber, donate or otherwise dispose of all or any part of the LeaseShares owned by such Common Stockholder or Preferred Stockholder to a Competitor, BEYOND ANY APPLICABLE CURE PERIODand (ii) no Employee Stockholder shall sell, Landlord hereby grants Tenant transfer, assign, pledge, hypothecate, encumber, donate or otherwise dispose of all or any part of the Right of First Refusal (First Right), second Shares owned by such Employee Stockholder to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995anyone other than a Permissible Transferee. B. Furthermore(b) If an Employee Stockholder receives a bona fide offer to sell, Tenant shall have the Right transfer, assign, pledge, hypothecate, encumber, donate or otherwise dispose of First Refusal ("Second Right") Shares to lease any space designated in Exhibit Aanyone other than a Permissible Transferee, as "site plan", Landlord shall notify Tenant in writing of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it such Stockholder shall be deemed that Tenant is waiving its right to lease be a “Selling Stockholder.” If a Common Stockholder or Preferred Stockholder receives a bona fide offer to sell, transfer, assign, pledge, hypothecate, encumber, donate or otherwise dispose of Shares to anyone other than a Permissible Transferee, such Stockholder shall give written notice of the subject space, proposed sale and Landlord will be free to lease the name of the proposed purchaser to the original offering partyCompany. If a majority of the Board of Directors of the Company reasonably determines that the proposed purchaser is a Competitor (as defined below), on the same terms and conditions as were originally offered to Tenant. D. Neither Right Board of First RefusalDirectors, as outlined abovewithin 5 days of the Company’s receipt of such Stockholder’s notice, shall apply deliver written notice of such determination to extensions the Stockholder in receipt of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date such offer and such Stockholder shall be deemed to be a “Selling Stockholder.” For purposes of this Lease Agreement, a “Competitor” shall be defined as any person or entity who, directly or through an affiliated entity, competes with the primary business (the "Existing Leases"). As as of the date of this LeaseAgreement) of the Company. A Selling Stockholder shall give written notice to the Company, the tenants Common Stockholders and Preferred Stockholders of his intention to sell, transfer, assign, pledge, hypothecate, encumber, donate or otherwise dispose of Shares. Such notice (the “Sales Notice”) shall contain: (i) the name and address of the prospective purchaser; (ii) the number, class and series of the Shares involved in the proposed sale, the price being offered to the Selling Stockholder, the terms of payment and any other terms of such sale; and (iii) a copy of the written offer to purchase. If the price being offered is payable in whole or in part in consideration other than cash, the fair market value of the non-cash portion of the consideration shall be determined in good faith by the Company’s Board of Directors. For a period of twenty (20) days after receipt of the Sales Notice, the Company shall have the right and option to purchase all or any portion of the Shares proposed to be sold by the Selling Stockholder on the terms and conditions, including price, set forth in the prospective purchaser’s bona fide offer to purchase. The option granted in this Section 4(b) may be exercised by giving written notice to the Selling Stockholder within twenty (20) days after the Company’s receipt of the Sales Notice from the Selling Stockholder. (c) If the Company does not elect to purchase all of the Shares proposed to be sold by the Selling Stockholder, the Selling Stockholder shall notify each of the Common Stockholders and Preferred Stockholders of such fact in writing and such Stockholders (other than the Selling Stockholder) who are accredited investors as defined in Rule 501(a) of Regulation D promulgated under Existing Leases are: Reply Corporation the Securities Act of 1933, as amended, (“Accredited Investors”) shall have the right and AG Associatesoption, Inc. Only AG Associates ha sa for a period of twenty (20) days after their receipt of written notification of the Company’s election to decline all or a portion of the option set forth in Section 4(b), to purchase all, but not less than all, of the Shares proposed to be sold by the Selling Stockholder, which are not being purchased by the Company, on the terms and conditions set forth in the Sales Notice. If more than one Stockholder elects to purchase the Shares proposed to be sold by the Selling Stockholder, the Stockholders so electing shall purchase such Shares in proportion to the number of shares of Common Stock (but excluding the Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis) then owned by each of the electing Stockholders or such other proportion as may be agreed to by them. The option granted in this Section 4(c) may be exercised by any Common Stockholder or Preferred Stockholder by giving written notice to the Selling Stockholder and to the Company within twenty (20) days after such Stockholder’s receipt from the Selling Stockholder of the materials described in this Section 4(c). (d) If the Company and the Stockholders together do not elect to purchase all of the Shares proposed to be sold by the Selling Stockholder, no election by the Company or Stockholders to purchase less than all of the Shares proposed to be sold by the Selling Stockholder shall be effective. If the Selling Stockholder is an Employee Stockholder, the Selling Stockholder shall, within ten (10) days after the expiration or express rejection of the options set forth in Sections 4(b) and 4(c), deliver to each Common Stockholder and Preferred Stockholder (i) written notice of the fact that the Company and the Common Stockholders and Preferred Stockholders did not elect to purchase all of the Shares proposed to be sold by the Selling Stockholder, and (ii) a copy of the Sales Notice (collectively, the “Co-Sale Documents”), and the Common Stockholders and Preferred Stockholders shall thereafter have the co-sale rights set forth in Section 7 of this Agreement. Thereafter and if the Selling Stockholder is a Common Stockholder or Preferred Stockholder, the Selling Stockholder may transfer the Shares free of all restrictions set forth in this Section 4; provided, however, that the sale shall be made only to the prospective purchaser named in the Sales Notice, shall be made in strict accordance with the terms of sale set forth in the Sales Notice and shall be made within forty-five (45) days after expiration or express rejection by the Company and each Stockholder of their rights set forth in this Section 4. Shares sold in accordance with this Section 4(d) shall continue to be subject to all of the terms and provisions of this Agreement, with the same force and effect as if the transferee were an original signatory hereto. In addition, as an absolute condition to any such sale, the transferee and the spouse of the transferee, if applicable, shall execute and deliver to the Company a Counterpart Signature Page. In the event that a Selling Stockholder does not transfer his Shares within the forty-five (45) day period following the expiration or express rejection of the rights set forth in this Section 4, such Shares shall again be subject to all of the provisions of this Agreement, including without limitation the right of first refusal set forth in this Section 4 and the right to lease 0000 Xxxxxxx Xxxxxpurchase set forth in Section 5. (e) If the Shares of the Selling Stockholder are not sold in accordance with the provisions of this Section 4, which is superior such Shares nevertheless shall continue to be subject to all the Rights terms and provisions of First Refusal granted to Tenant hereinthis Agreement.

Rights of First Refusal. A. (a) The Parties acknowledge that some of the assets, rights, interests and property of the KML Operating Entities are subject to rights of first refusal, rights of first offer, or other pre- emptive rights of purchase (any such rights, the “Rights of First Refusal”) and that the KML Disclosure Letter sets out a complete and accurate list of such assets, rights, interests and property (collectively, the “ROFR Assets”) which are triggered by the Arrangement or any of the transactions contemplated herein. The Parties acknowledge and agree as to the value allocated to each of the ROFR Assets (a “ROFR Value”) as set forth in the KML Disclosure Letter. (b) As soon as practicable following the date hereof, KML shall cause the applicable KML Operating Entities to prepare and to send notices, in the form acceptable to Pembina acting reasonably, and using the applicable ROFR Values set forth in the KML Disclosure Letter, to the Persons holding Rights of First Refusal and shall provide Pembina a copy of all such notices. KML shall promptly notify Pembina upon each Person exercising or waiving a Right of First Refusal or any Right of First Refusal being extinguished. (c) In the event this Lease is a holder of a Right of First Refusal in full force and effect and provided Tenant respect of any ROFR Assets validly exercises such rights but the purchase of such ROFR Assets is not in default under completed on the terms and conditions Effective Date or the holder of the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the has not exercised or waived its Right of First Refusal ("Second Right") and the applicable waiting period thereunder has not yet expired prior to lease any space designated the Effective Date, provided that this Agreement is not terminated in Exhibit Aaccordance with the terms hereof, as "site plan", Landlord Pembina shall notify Tenant in writing cause the applicable KML Operating Entity to comply with the terms of the terms for which Landlord is willing to lease the subject premises. C. The foregoing rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (2) BUSINESS DAYS of notification to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease to the original offering party, on the same terms and conditions as were originally offered to Tenant. D. Neither applicable Right of First Refusal, as outlined above, Refusal from and after the Effective Date and the applicable KML Operating Entity shall apply be entitled to extensions of leases for space with Tenants who are any proceeds payable in occupancy of buildings designated in the Exhibit A site plan as respect of the commencement date disposition of this Lease such ROFR Asset. (the "Existing Leases"). As d) The entering into of the date any agreement, or amendment or waiver of this Leasean existing agreement, the tenants under Existing Leases are: Reply Corporation between KML or its Subsidiaries and AG Associates, Inc. Only AG Associates ha sa right a counterparty to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights a Right of First Refusal granted to Tenant hereinshall require the prior written approval of Pembina, in its sole and unfettered discretion.

Rights of First Refusal. A. In the event this Lease is in full force and effect and provided Tenant is not in default under the terms and conditions (a) Within Five (5) Business Days of the Leaseexecution and delivery of this Agreement, BEYOND ANY APPLICABLE CURE PERIODVendor shall advise Purchaser which of the Assets are subject to preferential, Landlord hereby grants Tenant pre-emptive or first purchase rights (the Right of First Refusal (First Right), second to AG Associates' Option to Expand, the premises as defined herein. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second RightROFRs") that become operative by virtue of this Agreement or the transaction to lease any space designated in Exhibit Abe effected by it. Within Two (2) Business Days of receiving such advice, as "site plan", Landlord Purchaser shall notify Tenant advise Vendor in writing of its bona fide allocations of value for Vendor's interest in and to such Assets. Vendor shall comply with the terms for which Landlord is willing applicable provisions of such ROFRs and shall courier notices to lease the subject premises. C. The foregoing Third Parties (and Purchaser, if applicable) holding such rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO no later than Two (2) BUSINESS DAYS Business Days after it receives the bona fide allocations of notification Purchaser, in a form that is acceptable to Tenant by Landlord Purchaser acting reasonably, using the bona fide allocations of an impending offer on said subject premisesPurchaser. Tenant Vendor shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree notify Purchaser in writing to lease the subject premisesforthwith upon each Third Party exercising or waiving such a right. If Landlord has not received any such Third Party elects to exercise such a written response to lease right, the subject premises from Tenant within TWO (2) BUSINESS DAYS definition of Tenant's receipt of an offer from Landlord, then it Assets shall be deemed to be amended to exclude those Assets in respect of which the right has been exercised, such Assets shall not be conveyed to Purchaser and the Purchase Price, the tax allocations and the Goods and Services Tax shall be reduced accordingly. If there are any Take or Pay Obligations pertaining to such Assets, Purchaser shall not assume such Take or Pay Obligations and the Take or Pay Amounts to be paid by Vendor to Purchaser shall be reduced accordingly. (b) Purchaser hereby confirms to Vendor that Tenant is waiving its right the values to lease be allocated by Purchaser with respect to the applicable ROFRs being operative by virtue of this Agreement, will be bona fide values allocated by Purchaser to each specific interest after diligent review and analysis. To the extent that a Third Party issues and forwards to Vendor or Purchaser an objection letter or a notice of objection which pertains to such notice of ROFR forwarded by Purchaser, Purchaser hereby agrees to be liable to Vendor for and in addition, hereby indemnifies Vendor from and against, all loses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which are attributable to and arise out of the subject spaceobjection letter or notice of ROFR forwarded to the Third Party and pertaining to issues and matters relating to the values selected therefor by Purchaser. Such indemnity shall extend, without limitation to solicitor and Landlord his client costs and expenses and Vendor will be free entitled to lease retain its own counsel in relation to the original offering party, on the same terms and conditions as were originally offered to Tenantany such dispute. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant herein.

Rights of First Refusal. A. In During the event this Lease 30-day period commencing on the Offer Period Commencement Date (the "Offer Period"), the Company shall have the option (the "Section 2 Purchase Option") to purchase the Offer Shares from the Selling Stockholder, at the Offer Price and on the Offer Terms. The Company hereby undertakes to use reasonable efforts to act reasonably promptly following the Offer Notice to determine whether it shall elect to exercise the Section 2 Purchase Option. The Section 2 Purchase Option shall be exercised by irrevocable written notice ("Section 2 Purchase Notice") to the Selling Stockholder given at any time during the Offer Period. If the Section 2 Purchase Option is exercised, the Company shall deliver to the Selling Stockholder the Offer Price, in full force cash or immediately available funds, payable to the order of the Selling Stockholder, against delivery of certificates or other instruments representing the Offer Shares so purchased, appropriately endorsed by the Selling Stockholder at a closing to occur at the offices of the Company within 30 days after the date of the Xxxxxxx 0 Xxxxxxxx Xxxxxx. If the Section 2 Purchase Option shall not have been exercised prior to the expiration of the Offer Period, then at any time during the thirty (30) days following the expiration of the Offer Period, the Selling Stockholder may sell the Offer Shares to (but only to) the intended purchaser named in the Offer Notice and effect only at the Offer Price and on the Offer Terms specified in the Offer Notice, provided Tenant is not that such intended purchaser shall have agreed in default under writing, pursuant to an instrument of assumption satisfactory in substance and form to the Company, that the Covered Shares shall continue to be subject to all the terms and conditions of this Agreement and any other, agreement between the Lease, BEYOND ANY APPLICABLE CURE PERIOD, Landlord hereby grants Tenant Company and the Right of First Refusal (First Right), second Employee Stockholder relating to AG Associates' Option the Covered Shares as if the Covered Shares continued to Expand, be held by the premises as defined hereinEmployee Stockholder who acquired the same pursuant to the Plan. Said First Right shall be secondary to AG Associates Option to Expand, as defined in their lease dated July 21, 1995. B. Furthermore, Tenant shall have the Right of First Refusal ("Second Right") to lease any space designated in Exhibit A, as "site plan", Landlord shall notify Tenant in writing The right of the terms for which Landlord is willing Selling Stockholders to lease sell the Offer Shares set forth in this Section 2, subject premises. C. The foregoing to the rights shall be contingent upon Tenant's responding to Landlord in writing of Tenant's intent to exercise said right(s) of first refusal within TWO (set forth in this Section 2) BUSINESS DAYS , shall be suspended during the Option Period referred to in Section 3 hereof. The Company may assign, in whole or in part, its Section 2 Purchase Option and, in the case of notification any such assignment, where appropriate, references to Tenant by Landlord of an impending offer on said subject premises. Tenant shall have two (2) BUSINESS DAYS to accept the terms and conditions as written by Landlord and to agree Company in writing to lease the subject premises. If Landlord has not received a written response to lease the subject premises from Tenant within TWO (2) BUSINESS DAYS of Tenant's receipt of an offer from Landlord, then it Section 2.2 shall be deemed that Tenant is waiving its right to lease the subject space, and Landlord will be free to lease references to the original offering party, on the same terms and conditions as were originally offered to TenantCompany and/or its assignee or assignees. D. Neither Right of First Refusal, as outlined above, shall apply to extensions of leases for space with Tenants who are in occupancy of buildings designated in the Exhibit A site plan as of the commencement date of this Lease (the "Existing Leases"). As of the date of this Lease, the tenants under Existing Leases are: Reply Corporation and AG Associates, Inc. Only AG Associates ha sa right to lease 0000 Xxxxxxx Xxxxx, which is superior to the Rights of First Refusal granted to Tenant herein.