Common use of First Offer Right Clause in Contracts

First Offer Right. (a) If Tenant does not exercise the expansion option set forth in Section 1.3 above with respect to the Expansion Premises, then the first offer right provided in this Section 1.4 shall apply and Landlord shall not lease all or any portion of the Expansion Premises at any time during the term of this Lease (including any extended term, if applicable) except in compliance with this Section 1.4; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenant. (b) If, at any time during the term of this Lease (including any extended term, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Notice. Tenant shall have ten (10) business days after the date of delivery of the ROFO Notice in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the ROFO Offered Space shall be leased to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the ROFO Notice, on terms that are not materially more favorable to the lessee than the terms set forth in the ROFO Notice, without re-offering the ROFO Offered Space to Tenant pursuant to this Section 1.4. If, in the course of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all of the same terms set forth above. For purposes hereof, in determining whether the terms offered to a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO Notice.

First Offer Right. (a) If Tenant does not exercise Except as otherwise provided in Sections 4.1 and 4.3, if any Unitholder (the expansion option set forth in Section 1.3 above with respect “Transferor”) desires to make a Transfer of any Original Common Units, then, prior to making such Transfer, the Transferor must deliver a notice (the “First Offer Notice”) to the Expansion Premises, then the first offer right provided in this Section 1.4 shall apply and Landlord shall not lease all or any portion voting member majority of the Expansion Premises at any time during the term of this Lease (including any extended term, if applicable) except in compliance with this Section 1.4; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenantGeneral Partner. (b) If, at any time during The First Offer Notice must specify the term number of this Lease (including any extended term, if applicable), Landlord proposes Original Common Units to lease be the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice subject of such intention to Tenant the Transfer (the “ROFO NoticeOffered Original Common Units”)) and disclose all of the proposed terms and conditions of the Transfer except, specifying in the material terms on which Landlord proposes case of a Public Sale, the name of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing of the transaction. (c) The voting member majority or the board of directors of the General Partner may give notice of Inergy Holdings’ election to offer purchase any or all of the Offered Original Common Units, at the price and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO First Offer Notice by delivering notice of its election (the “First Offer Election Notice. Tenant shall have ten (10”) business days to the Transferor before the end of the first full Business Day after the date of delivery of the ROFO First Offer Notice in which to accept (the end of such offer by written notice to Landlord. Upon such acceptance by Tenantfull Business Day, the ROFO Offered Space shall be leased “First Offer Election Period”). (d) If Inergy Holdings elects to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing purchase any of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer Original Common Units, the Transfer of such Offered Original Common Units must be consummated within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) days 24 hours after the expiration of Landlord’s offer under the ROFO NoticeFirst Offer Election Period. (e) In the case of a First Offer Notice contemplating a Public Sale, on terms if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the 20 Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are not materially more favorable Transferred within such 20 Business Day period will again be subject to the lessee than the terms set forth in the ROFO Notice, without re-offering the ROFO Offered Space to Tenant pursuant to provisions of this Section 1.4. If, in 4.2 with respect to any subsequent Transfer. (f) In the course case of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or First Offer Notice contemplating a Transfer other terms set forth in the ROFO Notice in than a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended termPublic Sale, if applicable), then in either such event this first offer right shall reattach Inergy Holdings fails to the ROFO Offered Space on elect to purchase all of the same terms set forth above. For purposes hereofOffered Original Common Units, in determining whether the terms offered Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in the amount of minimum Person or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term Persons specified in the ROFO First Offer Notice shall on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not constitute a provision materially more favorable Transferred within such five Business Day period will again be subject to the third party than the term offered provisions of this Section 4.2 with respect to Tenant in the ROFO Noticeany subsequent Transfer.

First Offer Right. (ai) If Tenant does not exercise Except for (1) the expansion option set forth in Section 1.3 above with respect New Units; (2) options to purchase Units issued prior to the Expansion Premisesdate hereof in connection with executive and employee compensation plans and agreements adopted by the Board; (3) Units or options to purchase Units which may hereafter be issued upon approval of the Board in connection with executive and employee compensation plans and agreements not exceeding 5% of the then outstanding Units on a fully- diluted basis; (4) Units issued in connection with a merger, then consolidation, reorganization, or acquisition by the first offer right provided Company of the securities or assets of another entity; (5) any security if the holders of a majority of the New Units (other than holders of their Affiliates that held Units prior to the Closing Date) consent in writing that the terms of this Section 1.4 shall apply and Landlord 2(b) shall not lease apply to such security; (6) Units or other securities issued in connection with any Unit or other securities split, dividend, or recapitalization by the Company; and (7) securities not falling within the foregoing exceptions and issued on an aggregate basis for less than $1.5 million and more than the Liquidation Value individually, if the Company issues or sells any Units, the Company shall offer to sell to each holder of New Units (other than holders or their Affiliates that held Units prior to the Closing Date) a number of Units equal to the quotient determined by dividing (x) the number of Units then held by such holder by (y) the sum of the total number of outstanding Units plus Units issuable pursuant to options, warrants, rights to purchase Units, or convertible securities outstanding prior to such issuance or sale. (ii) In order to exercise its purchase rights hereunder, each holder of New Units (other than holders or their Affiliates that held Units prior to the Closing Date) must, within 20 days after receipt of written notice from the Company describing in reasonable detail the Units being offered, the purchase price thereof, the payment terms, and such holder's percentage allotment deliver a written notice to the Company describing its election to purchase all or any portion of the Expansion Premises at any time Units offered therein hereunder. (iii) Upon the expiration of the offering period described above, the Company will be entitled to sell such Units which the holders of New Units (other than holders or their Affiliates that held Units prior to the Closing Date) have not elected to purchase during the term 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any securities offered or sold by the Company after such 90-day period must be reoffered to the holders of New Units (other than holders or their Affiliates that held Units prior to the Closing Date) pursuant to the terms of this Lease Section 2(b). (including any extended term, if applicableiv) except in compliance with The rights under this Section 1.4; provided2(b) will terminate upon the earlier to occur of (1) the effectiveness of a registration statement filed by the Company with the Securities and Exchange Commission under the Securities Act, however(2) the holders of New Units (other than holders or their Affiliates that held Units prior to the Closing Date) in the aggregate own less than 10% of the outstanding Units on a fully-diluted basis, that or (3) on the foregoing restriction shall not apply during any period in which Tenant is in default third anniversary of the date hereof. (v) The rights under this Lease, beyond any applicable notice and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 2(b) may be assigned to and exercised by any permitted assignee a transferee of Tenant’s entire interest in this Lease, the Investor (or a subsequent transferee) pursuant to the terms hereof provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenant. (b) If, at any time during the term of this Lease (including any extended term, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Notice. Tenant shall have ten (10) business days after the date of delivery of the ROFO Notice in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the ROFO Offered Space shall be leased to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except assignment is given to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the ROFO Notice, on terms that are not materially more favorable to the lessee than the terms set forth in the ROFO Notice, without re-offering the ROFO Offered Space to Tenant pursuant to this Section 1.4. If, in the course of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all of the same terms set forth above. For purposes hereof, in determining whether the terms offered to a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO NoticeCompany.

First Offer Right. (a) At any time after the fifth anniversary of the date of this Agreement and prior to a Qualified Public Offering, any Other Investor (the "TRANSFERRING EQUITYHOLDER") may Transfer Units pursuant to a bona fide offer from a Person other than an Affiliate of such Other Investor by complying with this Section 4.2. In order to do so, the Transferring Equityholder must deliver a notice (the "OFFER NOTICE") to the other Equityholders and to the Company, disclosing the proposed number of Units (the "SUBJECT UNITS") to be transferred, the identity of the proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer, which must include payment of the purchase price in cash at the closing of the Transfer. Then, each of the Equityholders other than the Transferring Equityholder (collectively the "FIRST OFFER EQUITYHOLDERS") may elect to purchase its First Offer Percentage of the Units specified in the Offer Notice at the price per Unit in cash and on the other terms specified therein by delivering notice of such election to the Transferring Equityholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Equityholders elect to make such purchase, the remaining Subject Units shall be reoffered to those First Offer Equityholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase all of the Subject Units has been made or no First Offer Equityholder is willing to increase the number of Subject Units that it is electing to purchase. If Tenant does the First Offer Equityholders have not exercise elected to purchase all of the expansion option Subject Units within 45 days after delivery of the Offer Notice, the Company may elect to purchase all (but not less than all) of the Subject Units that the First Offer Equityholders did not elect to purchase at the price per unit in cash and on the other terms specified in the Offer Notice by delivering notice of such election to the Transferring Equityholder within 60 days after delivery of the Offer Notice. If the Company and/or the First Offer Equityholders have elected to purchase all (but not less than all) of the Subject Units from the Transferring Equityholder, the transfer of such Units pursuant to such elections will be consummated at a time and place specified by the Company within 90 days after delivery of the Offer Notice. If (and only if) the Company and the First Offer Equityholders have not elected to purchase all of the Subject Units within 60 days after delivery of the Offer Notice, the elections of the Company and the First Offer Equityholders to purchase less than all of the Subject Units shall be ineffective and the Transferring Equityholder may, not less than 90 days or more than 120 days after delivery of the Offer Notice, transfer all (but not less than all) of the Subject Units to the proposed purchasers set forth in the Offer Notice at the same price per Unit in cash and on the same other terms offered to the Company and the First Offer Equityholders in the Offer Notice; provided, that prior to such Transfer, such transferees shall have agreed in writing to be bound by the provisions of this Agreement. If the Subject Units are not so transferred within such period, they will be subject to the provisions of this Section 1.3 above 4.2(a) with respect to subsequent transfer and the Expansion Premises, then Transferring Equityholder will not be entitled to deliver another Offer Notice for 90 days after the first offer right provided in Subject Units again become subject to this Section 1.4 4.2(a). (b) If the Board determines in good faith that the acquisition of Units by a proposed purchaser identified in an Offer Notice could have an adverse effect on the Company for competitive or regulatory reasons, the Company shall apply and Landlord shall not lease all or any portion deliver notice of that determination to the Equityholders within 20 days after delivery of the Expansion Premises at any time during Offer Notice and such Offer Notice shall be void and of no effect. The Transferring Equityholder shall provide the term of this Lease (including any extended term, if applicable) except Board with such information as the Board may reasonably request in compliance with this Section 1.4; provided, however, order to make that determination and the foregoing restriction 20-day period referred to in the preceding sentence shall not apply be tolled during any period in which Tenant is in default under this Lease, beyond any applicable notice such information has been requested and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenantsupplied. (bc) IfThe Equityholders may transfer any of their respective rights to purchase the Subject Units under Section 4.2(a) to any of their respective Affiliates; provided, at any time during the term of this Lease (including any extended termthat prior to such transfer, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Notice. Tenant Affiliate shall have ten (10) business days after the date of delivery of the ROFO Notice agreed in which writing to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the ROFO Offered Space shall be leased to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver become a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the ROFO Notice, on terms that are not materially more favorable to the lessee than the terms set forth in the ROFO Notice, without re-offering the ROFO Offered Space to Tenant pursuant to this Section 1.4. If, in the course of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all of the same terms set forth above. For purposes hereof, in determining whether the terms offered to a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO NoticeAgreement.

First Offer Right. Prior to making any Disposition of any or all of its Common Stock, the Disposing Stockholder shall deliver a written notice (aan "First Offer Notice") If Tenant does not exercise the expansion option set forth in Section 1.3 above with respect to the Expansion PremisesCompany and the Other Stockholders. The First Offer Notice shall disclose in reasonable detail the proposed number of shares to be transferred, then and, if known, the first offer right provided in this Section 1.4 shall apply proposed terms and Landlord shall not lease all or any portion conditions of the Expansion Premises at any time during the term of this Lease (including any extended termTransfer and, if applicable) except in compliance with this Section 1.4; providedknown, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession identity of the Premises at prospective transferee(s). One or more of the time such option is exercised, Other Stockholders may elect to offer to purchase their Pro Rata Share (as defined) of all (but may not be assigned to or exercised by any subtenant. (bless than all) If, at any time during the term of this Lease (including any extended term, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms offered shares specified in the ROFO Notice. Tenant shall have ten (10) business First Offer Notice by delivering written notice to the Disposing Stockholder of such election within 15 days after the date of delivery of the ROFO First Offer Notice in which to accept (the "Election Period"), setting forth the price per share and the terms and conditions of such offer by written notice to Landlordpurchase (the "Election Notice"). Upon such acceptance by Tenant, the ROFO Offered Space The purchase price specified in any Election Notice shall be leased to Tenant on payable solely in cash at the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing closing of the ROFO Offered Space transaction or in accordance with this subparagraphinstallments over time. If Tenant does not accept Landlord’s offer The Disposing Stockholder may, within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) 90 days after the expiration of Landlord’s offer under the ROFO NoticeElection Period (i) transfer such shares to one or more third parties, provided that if an Election Notice has been delivered, such transfer may only be at a price greater than the price per share specified in the Election Notice and on other terms that are not materially no more favorable to the lessee transferees thereof than offered to the Other Stockholder in the Election Notice, (ii) transfer such shares pursuant to the Election Notice to those Other Stockholders who delivered such Election Notice, or (iii) elect not to transfer such shares. Any shares of Common Stock not transferred within such 90-day period shall be subject to the terms of this Section 5.2 prior to any subsequent Transfer. Any such shares of Common Stock to be transferred pursuant clause (i) above shall be subject to the tag-along rights set forth in Section 5.1 above. If the Disposing Stockholder has elected to accept the offer to purchase such shares set forth in the ROFO Election Notice, without re-offering the ROFO Offered Space transfer of such shares shall be consummated as soon as practical after the delivery of such acceptance notice to Tenant pursuant to this Section 1.4the Other Stockholders, but in any event within 15 days after the delivery of such acceptance notice. If, Each Other Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all shares of Common Stock held by the Other Stockholders who have participated in the course of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all delivery of the same terms set forth above. For purposes hereof, in determining whether the terms offered to a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO Election Notice.

First Offer Right. (a) If Tenant does not exercise any Member (the expansion option set forth in Section 1.3 above with respect "Transferor") wishes to make a Non-Exempt Transfer of Interests, then, at least 25 Business Days before making any such Non-Exempt Transfer (the "First Offer Election Period"), the Transferor will deliver a written notice (the "First Offer Notice") to the Expansion PremisesCompany and to all Voting Members (the "Offerees"). (b) The First Offer Notice will specify the proposed percentage and type of Interests to be the subject of such Transfer (the "Offered Interests") and disclose in reasonable detail the proposed terms and conditions of the Transfer. The purchase price for any such Transfer shall be payable at the closing of the transaction in cash or, then at the option of the Offerees, with a promissory note payable in regular installments over a period of no more than five years bearing interest at a rate equal to the Company's cost of funds. (c) The Offerees may, in the aggregate, give notice to elect to purchase all (but not less than all) of the Offered Interests, at the price and on the terms specified in the First Offer Notice by delivering written notice of such election (the "First Offer Election Notice") to the Transferor within 15 Business Days after delivery of the First Offer Notice. If more than one Offeree (other than the Company) gives notice of election to purchase the Offered Interests, they shall be entitled to purchase such Offered Interests in proportion to their existing Common Percentage Interests, as adjusted, of the Company, unless they agree otherwise. If the Offerees (other than the Company) do not elect to purchase all of the Offered Interests, the Company may give notice to elect to purchase all (but not less than all) of the Offered Interests by delivering written notice to the Transferor within 7 Business Days after the expiration of the period referred to in the first offer right provided sentence of this clause (c). (d) If any Offerees have elected to purchase any Offered Interests, the transfer of such shares will be consummated as soon as practical (but in this Section 1.4 shall apply and Landlord shall not lease all or any portion event within 10 Business Days) after the expiration of the Expansion Premises First Offer Election Period. If the Offerees have not elected to purchase all of the Offered Interests, the Transferor may, within 90 days after the expiration of the First Offer Election Period, transfer all (but not less than all) of such Offered Interests to one or more Third Parties at any time during a price and on terms no more favorable to the term of this Lease (including any extended term, if applicable) except Third Parties than offered to the Offerees in compliance with this Section 1.4the First Offer Notice; provided, however, that prior to such Transfer, such Third Parties shall have agreed in writing to be bound by the foregoing restriction provisions of this Agreement and shall have delivered to the Company an executed counterpart of this Agreement. Any Offered Interests not apply during transferred within such 90-day period will be subject to the provisions of this Section 7.2 upon any period in which Tenant is in default under this Leasesubsequent transfer. (e) Notwithstanding the foregoing, beyond unless the Transferor shall have consented to the purchase of less than all of the Offered Interests, no Offeree may purchase any applicable notice Offered Interests unless all of the Offered Interests are to be purchased by the Offerees. (f) The designation of the Offered Interests as Class A Preferred Interests or Common Interests will continue and cure period; any and provided, further, that Tenant’s all rights associated therewith shall be retained by each Offered Interest sold or otherwise transferred pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenant7.2. (b) If, at any time during the term of this Lease (including any extended term, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Notice. Tenant shall have ten (10) business days after the date of delivery of the ROFO Notice in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the ROFO Offered Space shall be leased to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the ROFO Notice, on terms that are not materially more favorable to the lessee than the terms set forth in the ROFO Notice, without re-offering the ROFO Offered Space to Tenant pursuant to this Section 1.4. If, in the course of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all of the same terms set forth above. For purposes hereof, in determining whether the terms offered to a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO Notice.

First Offer Right. (ai) If Tenant does not exercise a Mc/X Stockholder wishes to make a Transfer of its Shares ("Offered Shares"), then, at least ten (10) days before making any such Transfer, the expansion option set forth in Section 1.3 above with respect Mc/X Stockholder shall deliver to the Expansion Premises, then Company and the first offer right provided in this Section 1.4 shall apply and Landlord shall not lease all or any portion P/M Stockholders a written notice (the "Sale Notice") notifying them of the Expansion Premises at any time during proposed Transfer. The Sale Notice shall disclose in reasonable detail the term proposed terms and conditions of the Transfer, including, without limitation, the price per share to be paid by the transferee, the identity of the transferee, evidence of its financial ability to effectuate the purchase, and confirmation of the transferee's agreement to be bound by the terms of this Lease (including Agreement. Unless otherwise agreed by the P/M Stockholders, the purchase price for any extended term, if applicable) except Transfer must be payable in compliance with this Section 1.4; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenantcash. (bii) IfThe P/M Stockholders shall have the right to purchase all (but not less than all) of the Offered Shares, at any time during the term of this Lease (including any extended term, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, price and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Sale Notice (the "Offer Right"). The P/M Stockholders may decide, as between themselves, who shall purchase the Offered Shares. The P/M Stockholders shall deliver written notice of their election to exercise the Offer Right (the "Purchase Election Notice. Tenant shall have ten (10") business to the Mc/X Stockholders within 5 days after the date of delivery Sale Notice is given. Failure by the P/M Stockholders to give a timely Purchase Election Notice to the Mc/X Stockholders shall be deemed an election by them not to exercise the Offer Right. (iii) If the P/M Stockholders elect to purchase all of the ROFO Notice in which Offered Shares pursuant to accept the Offer Right, then such offer by written notice purchase shall, unless the parties thereto otherwise agree, be completed at a closing to Landlord. Upon such acceptance by Tenant, be held at the ROFO Offered Space principal office of the Company at 10:00 a.m. local time on the 10th day following the exercise of the Offer Right. (iv) The purchase price for the Shares sold pursuant to the Offer Right shall be leased the purchase price contained in the Sale Notice, and shall be on the applicable terms and conditions contained in the Sale Notice and this Agreement. (v) In the event that the P/M Stockholders fail to Tenant exercise the Offer Right, then the Mc/X Stockholder shall be permitted to transfer the Offered Shares solely to the proposed transferee and solely on the terms and conditions set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the ROFO Notice, on terms that are not materially more favorable to the lessee than the terms set forth in the ROFO Notice, without re-offering the ROFO Offered Space to Tenant pursuant to this Section 1.4. If, in the course of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all of the same terms set forth above. For purposes hereof, in determining whether the terms offered to a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO Sale Notice.

First Offer Right. (a) If Tenant does not exercise the expansion option set forth in Section 1.3 above with respect to the Expansion Premises, then the first offer right Except as otherwise provided in this Section 1.4 shall apply and Landlord shall not lease Agreement, if any Member (the “Transferor”) desires to make a Non-Exempt Transfer of an Interest in the Company, then, at least 25 Business Days before making any such Non-Exempt Transfer (the “First Offer Election Period”), the Transferor will deliver a Notice (the “First Offer Notice”) to all or any portion of the Expansion Premises other Members and to the Company (collectively, the “Offerees”). (b) The First Offer Notice will specify the proposed Percentage Interest to be the subject of such Transfer (the “Offered Interest”) and disclose all of the proposed terms and conditions of the Transfer. The purchase price for any such Transfer must be payable solely in cash at any time during the term closing of this Lease the transaction. (including any extended termc) The Offerees may, individually or in the aggregate, give Notice of their election to purchase all (but not less than all) of the Offered Interest, at the price and on the terms specified in the First Offer Notice by delivering Notice of such election (the “First Offer Election Notice”) to the Transferor within 15 Business Days after delivery of the First Offer Notice. Each Offeree that is a Member will be entitled to purchase the Offered Interest in the proportion that such Member’s Percentage Interest bears to all of the Percentage Interests held by the other Offerees that are Members. The Company will be entitled to purchase the remainder of the Offered Interest, if applicableany. However, the Offerees may agree among themselves as to the Percentage Interest to be purchased by each Offeree. (d) except If the Offerees have elected to purchase the Offered Interest, the Transfer of such Interest must be consummated as soon as practical (but in compliance with this Section 1.4any event within 10 Business Days) after the expiration of the First Offer Election Period. If the Offerees fail to elect to purchase all of the Offered Interest, the Transferor may, within 90 days after the expiration of the First Offer Election Period, Transfer all (but not less than all) of the Offered Interest to the Person or Persons specified in the First Offer Notice at a price and on terms no more favorable to such Person or Persons than offered to the Offerees as described in the First Offer Notice; provided, however, that prior to such Transfer, such third parties must agree in writing to be bound by the foregoing restriction shall provisions of this Agreement and deliver to the Company an executed counterpart of this Agreement. If the Offered Interest is not apply during any period in which Tenant is in default under this Leasetransferred within such 90-day period, beyond any applicable notice and cure period; and provided, further, that Tenant’s rights pursuant then it will again be subject to the provisions of this Section 1.4 may be assigned 9.2 with respect to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenantsubsequent Transfer. (be) IfNotwithstanding the foregoing, at any time during unless the term of this Lease (including any extended term, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Notice. Tenant shall have ten (10) business days after the date of delivery of the ROFO Notice in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the ROFO Offered Space shall be leased to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except Transferor has consented to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery purchase of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the ROFO Notice, on terms that are not materially more favorable to the lessee less than the terms set forth in the ROFO Notice, without re-offering the ROFO Offered Space to Tenant pursuant to this Section 1.4. If, in the course of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all of the same terms set forth above. For purposes hereofOffered Interest, in determining whether no Offeree may purchase any of the terms offered Offered Interest unless all of the Offered Interest is to a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in be purchased by the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO NoticeOfferees.

First Offer Right. (a) At any time after the fifth anniversary of the date of this Agreement and prior to a Qualified Public Offering, any Other Investor (the "TRANSFERRING STOCKHOLDER") may Transfer Shares pursuant to a bona fide offer from a Person other than an Affiliate of such Other Investor by complying with this Section 4.2; provided, that a Management Investor may not Transfer any Shares that are owned by such Management Investor on the date of this Agreement unless such Transfer includes all (and not less than all) Shares owned by the Management Investor on the date of this Agreement (including Shares that are Transferred pursuant to Section 4.3(a)(i), but not including any Shares that are Transferred pursuant to Section 4.3(a)(ii)). In order to do so, the Transferring Stockholder must deliver a notice (the "OFFER NOTICE") to the other Stockholders and to the Company, disclosing the proposed number and type of Shares (the "SUBJECT SHARES") to be Transferred, the identity of the proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer, which must include payment of the purchase price in cash at the closing of the Transfer. Then, each of the Stockholders other than the Transferring Stockholder that own Shares of the same type as the Subject Shares (collectively the "FIRST OFFER STOCKHOLDERS") may elect to purchase its First Offer Percentage of the Subject Shares specified in the Offer Notice at the price per Subject Share in cash and on the other terms specified therein by delivering notice of such election to the Transferring Stockholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those First Offer Stockholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase all of the Subject Shares has been made or no First Offer Stockholder is willing to increase the number of Subject Shares that it is electing to purchase. If Tenant does the First Offer Stockholders have not exercise elected to purchase all of the expansion option Subject Shares within 45 days after delivery of the Offer Notice, the Company may elect to purchase all (but not less than all) of the Subject Shares that the First Offer Stockholders did not elect to purchase at the price per Subject Share in cash and on the other terms specified in the Offer Notice by delivering notice of such election to the Transferring Stockholder within 60 days after delivery of the Offer Notice. If the Company and/or the First Offer Stockholders have elected to purchase all (but not less than all) of the Subject Shares from the Transferring Stockholder, the transfer of such Subject Shares pursuant to such elections will be consummated at a time and place specified by the Company within 90 days after delivery of the Offer Notice. If (and only if) the Company and the First Offer Stockholders have not elected to purchase all of the Subject Shares within 60 days after delivery of the Offer Notice, the elections of the Company and the First Offer Stockholders to purchase less than all of the Subject Shares shall be ineffective and the Transferring Stockholder may, not less than 60 days or more than 120 days after delivery of the Offer Notice, transfer all (but not less than all) of the Subject Shares to the proposed purchasers set forth in the Offer Notice at the same price per Subject Share in cash and on the same other terms offered to the Company and the First Offer Stockholders in the Offer Notice; provided, that prior to such Transfer, such transferees shall have agreed in writing to be bound by the provisions of this Agreement. If the Subject Shares are not so transferred within such period, they will be subject to the provisions of this Section 1.3 above 4.2(a) with respect to subsequent transfer and the Expansion Premises, then Transferring Stockholder will not be entitled to deliver another Offer Notice for 90 days after the first offer right provided in Subject Shares again become subject to this Section 1.4 4.2(a). (b) If the Board determines in good faith that the acquisition of Subject Shares by a proposed purchaser identified in an Offer Notice could have an adverse effect on the Company for competitive or regulatory reasons, the Company shall apply and Landlord shall not lease all or any portion deliver notice of that determination to the Stockholders within 20 days after delivery of the Expansion Premises at any time during Offer Notice, such Offer Notice shall be void and of no effect and the term contemplated Transfer of this Lease (including any extended term, if applicable) except the Subject Shares by the Transferring Stockholder shall be prohibited. The Transferring Stockholder shall provide the Board with such information as the Board may reasonably request in compliance with this Section 1.4; provided, however, order to make that determination and the foregoing restriction 20-day period referred to in the preceding sentence shall not apply be tolled during any period in which Tenant is in default under this Lease, beyond any applicable notice such information has been requested and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenantsupplied. (bc) IfThe Stockholders may transfer any of their respective rights to purchase the Subject Shares under Section 4.2(a) to any of their respective Affiliates; provided, at any time during the term of this Lease (including any extended termthat prior to such transfer, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Notice. Tenant Affiliate shall have ten (10) business days after the date of delivery of the ROFO Notice agreed in which writing to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the ROFO Offered Space shall be leased to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver become a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the ROFO Notice, on terms that are not materially more favorable to the lessee than the terms set forth in the ROFO Notice, without re-offering the ROFO Offered Space to Tenant pursuant to this Section 1.4. If, in Agreement. (d) A First Offer Stockholder's "FIRST OFFER PERCENTAGE" is the course quotient obtained by dividing the number of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord shall be required to re-offer the ROFO Offered Space to Tenant on such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all Shares of the same terms set forth above. For purposes hereof, in determining whether type as the terms offered to a third party are materially more favorable to Subject Shares held by such third party, (i) a variance First Offer Stockholder by the number of less than five percent (5%) in Shares of the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than same type as the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO NoticeSubject Shares held by all First Offer Stockholders.

First Offer Right. At least 30 days prior to making any ----------------- Transfer of any Preferred Stock, Underlying Common Stock or the Notes (aother than an Exempt Transfer) If Tenant does not exercise the expansion option set forth in Section 1.3 above with respect transferring Investor (the "Transferring Investor") shall deliver a written notice (the "Offer Notice") to the Expansion Premises, then Company and the first offer right provided other Investors (the "Other Investors"). The Offer Notice shall disclose in this Section 1.4 shall apply reasonable detail the proposed terms and Landlord shall not lease all or any portion conditions of the Expansion Premises at any time during Transfer. First, the term of this Lease Company may elect to purchase all (including any extended term, if applicablebut not less than all) except in compliance with this Section 1.4; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises Preferred Stock, Underlying Common Stock or the Notes specified in the Offer Notice at the time such option is exercised, but may not be assigned to or exercised price and on the terms specified therein by any subtenant. (b) If, at any time during the term of this Lease (including any extended term, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give delivering written notice of such intention election to Tenant the Transferring Investor and the Other Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Preferred Stock, Underlying Common Stock and the Notes within such ten-day period, each Other Investor may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the “ROFO Notice”)Preferred Stock, specifying Underlying Common Stock and the material terms on which Landlord proposes to offer Notes specified in the Offer Notice at the price and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Notice. Tenant shall have ten (10) business days after the date of delivery of the ROFO Notice in which to accept such offer therein by delivering written notice to Landlord. Upon of such acceptance by Tenant, the ROFO Offered Space shall be leased to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except election to the extent inconsistent with the terms set forth Transferring Investor as soon as practical but in the ROFO Notice), and the parties shall promptly (and in all events any event within twenty (20) 20 days after delivery of Tenant’s acceptance) execute and deliver a lease amendment the Offer Notice. Any Preferred Stock, Underlying Common Stock or new lease, as they may mutually determine Notes not elected to be convenient or appropriate, incorporating and implementing purchased by the terms end of Tenant’s leasing such 20-day period shall be reoffered for the ten-day period prior to the expiration of the ROFO Offered Space in accordance with this subparagraphElection Period by the Transferring Investor on a pro rata basis to the Other Investors who have elected to purchase their Pro Rata Share. If Tenant does not accept Landlord’s offer within the allotted time Company or if any Other Investors have elected to purchase Preferred Stock, Underlying Common Stock or Notes from the parties fail to execute and deliver Transferring Investor, the transfer of such lease amendment or new lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party interests shall be entitled to invoke its own lack consummated as soon as practical after the delivery of good faiththe election notices, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the ROFO Offered Space to but in any third party, at any time event within one hundred eighty (180) 15 days after the expiration of Landlord’s offer under the ROFO NoticeElection Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Preferred Stock, Underlying Common Stock and the Notes being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Preferred Stock, Underlying Common Stock and Notes to one or more third parties at a price no less than the price per share (or price, in respect of the Notes) specified in the Offer Notice and on other terms that are not materially no more favorable to the lessee transferees than offered to the terms set forth Company and the Other Investors in the ROFO Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Preferred Stock, without re-offering Underlying Common Stock and Notes within the ROFO Offered Space to Tenant pursuant to this Section 1.4. If, in the course of negotiations with a third party during the 18090-day period described after the expiration of the Election Period, it shall not subsequently dispose of its Preferred Stock, Underlying Common Stock and Notes except in accordance with the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the ROFO Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the ROFO Notice, then Landlord provisions of this paragraph 2. Each Investor's "Pro Rata Share" shall be required to re-offer the ROFO Offered Space to Tenant on based upon such more favorable terms pursuant to another ROFO Notice under the same procedure set forth above, except that the time within which Tenant must respond to the new ROFO Notice shall be shortened to five Investor's proportionate ownership of all Underlying Common Stock held by all Investors (5) business days. If Landlord does not lease the ROFO Offered Space to a third party during the 180-day period described above, or if Landlord leases the ROFO Offered Space to a third party during such 180-day period and Landlord later, upon expiration or termination of such lease, again wishes to lease the ROFO Offered Space or any portion thereof during the term of this Lease (including any extended term, if applicable), then in either such event this first offer right shall reattach to the ROFO Offered Space on all exclusive of the same terms set forth above. For purposes hereof, in determining whether Underlying Common Stock held by the terms offered to Transferring Investor) on a third party are materially more favorable to such third party, (i) a variance of less than five percent (5%) in the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a thirdfully-party lessee than the terms set forth in the ROFO Notice, and (ii) Landlord’s offering to a third party of a term more than thirty five percent (35%) longer or shorter than the term specified in the ROFO Notice shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the ROFO Noticediluted basis.