Common use of Grant of Right of First Refusal Clause in Contracts

Grant of Right of First Refusal. If at any time during the five years following the Operational Separation Date Keysight desires to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR Property”), Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entity.

Grant of Right of First Refusal. If at any time during the five years following the Operational Separation Date Keysight desires to accept (a) Owner hereby grants Bank an offer from any bona fide third party exclusive right of first refusal (an “OfferRight of First Refusal”) to purchase the Premises, subject to the terms of this Agreement. (b) Owner shall not agree to sell the Land or any improvements thereon, or any part thereof, or any interest in any of the Owned Properties foregoing (such of the foregoing as may be the subject of an a sale by Owner at any time of reference is referred to herein as the “Premises”) until fifteen (15) days after Owner shall have submitted to Bank a notice of Owner’s intention to so sell the premises (the “ROFR PropertyOwner’s Notice”) together with a complete copy of a bona fide, firm, written offer from the proposed purchaser setting forth all of the terms of the proposed purchase, which offer shall be limited to the Premises and shall not include any other property (a “Qualifying Third Party Offer”), Keysight and only if Bank shall notify Agilent of such offer, not have notified Owner in writing, which notification within that 15 day period (the “Bank’s Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which ), that Bank elects to elect exercise its right to purchase the ROFR Property, Premises on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) Qualifying Third Party Offer. If the allocated value Bank fails to exercise its option to purchase by sending the Bank’s Notice within the 15-day period, the Owner shall be free to sell the Premises to the original offeror but only on the terms of the ROFR Property as Qualified Third Party Offer and, upon settlement on a conveyance to such original offeror on the terms of the Operational Separation DateQualified Third Party Offer, this Agreement shall terminate as to the Premises so conveyed. Such election shall be made by written notice However, if Owner fails to Keysight (complete settlement with the “Election Notice”), and within 30 days thereafter original offeror on the parties shall enter into a formal contract for a sale terms of the ROFR Property containing all terms and conditions Qualified Third Party Offer within 6 months after the expiration of the Offer made 15-day period for Bank to Keysightexercise its right, except as any sale or conveyance of any portion of the parties may otherwise mutually agree. In Land or the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Noticeimprovements thereon or any part thereof, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) interest in any of the price contained in the Offer or on terms materially more favorable foregoing, shall again be subject to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The Bank’s right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entityon these same terms.

Grant of Right of First Refusal. If ‌ During the Term, the Owner hereby grants to the Village the sole, exclusive right of first refusal (the “Right of First Refusal”) to purchase the Lands, including all improvements thereon, free and clear of all liens, interests, encumbrances and legal notations, except for the Permitted Encumbrances, on the following terms and conditions:‌ (a) if at any time during the five years following Term, the Operational Separation Date Keysight desires Owner: (i) makes a Bona Fide Offer to accept an offer from any bona fide third party a Third Party, which Bona Fide Offer the Third Party is willing to accept; or‌ (an “ii) receives a Bona Fide Offer”) , which Bona Fide Offer the Owner is willing to purchase any of accept, then the Owned Properties Owner will promptly give the Village written notice (the “ROFR Property”), Keysight shall notify Agilent of such offer, in writing, which notification (the “Transfer Notice”) shall set forth thereof and will attach a full and complete true copy of the material Bona Fide Offer thereto; (b) after receipt of the Transfer Notice, the Village may, within five (5) Business Days, exercise the Option by written notice to the Owner. If the Village exercises the Option, upon such exercise, the Owner will complete the Form A Transfer to the Village in accordance with this Agreement;‌ (c) if the Village does not exercise the Right of First Refusal (or the Option) within the period specified in subsection 4.1(b) above, then the Owner may complete the transfer to the Third Party on the terms and conditions contained in the Bona Fide Offer, except that such transfer of title to the Lands will remain subject to both the Right of First Refusal and the Option;‌ (d) if the Owner intends to complete the transfer to the Third Party, as contemplated in subsection (c) above, at least five (5) Business Days before the completion of the Offer. Agilent shall have 30 days from transfer to the receipt Third Party, the Owner must deliver to the Village: (i) a signed Form C granting to the Village an option to purchase and right of the Notice in which to elect first refusal to purchase the ROFR Property, Lands on the same terms and conditions as those contained set out in this Agreement (the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or “New Form C”);‌ (ii) a discharge of this Agreement for execution by the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and Village; and‌ (iii) undertakings from the solicitor or notary for the Third Party on terms satisfactory to the Village, including to: (A) register the discharge only concurrently with the registration of the New Form C, as an “all or nothing package” and in priority to all mortgages and other financial liens, charges and encumbrances, except for any Owned Properties charges in favour of the Village; and‌ (B) promptly following registration of the New Form C, provide the Village with a copy of the discharge and New Form C bearing registration particulars along with a copy of the vendor’s statement of adjustments with respect to the transaction certified to be a true copy thereof by the Third Party’s lawyer or notary; and (e) if for any reason the Owner does not effect the transfer to the Third Party on the terms set out in the Bona Fide Offer, the Right of First Refusal (and Option) will continue to apply to any Affiliate sale, transfer, conveyance or other disposition of Keysight, the sale by Keysight or all or substantially all of its assets, Lands or any merger, consolidation or reorganization of Keysight into or with another entity.portion thereof by the Owner.‌

Grant of Right of First Refusal. If at any time Subject to the terms, conditions, provisions and definitions of this Agreement, FPI grants to EGPI the right of first refusal to participate in Covered Projects, the opportunity for which arises after the date hereof and during the five period of time ending on the date which is two (2) years after the date hereof, on the following basis: (a) If FPI is offered the Operational Separation Date Keysight desires opportunity to accept participate in a Covered Project, then FPI shall offer to EGPI, in the manner stated herein, the right of first refusal to participate in such Covered Project to the extent of one-half (1/2) of the interest offered to FPI; provided that all services to be performed in connection with any Covered Project, whether as contract operator or otherwise, and all compensation to be paid in respect of such services, shall remain solely with FPI, and EGPI’s right of first refusal shall extend only to the right or opportunity to invest in and own an offer from any interest in the Covered Project (whether directly or indirectly) in the same manner as FPI and to the extent of the said one-half (1/2) of the interest offered to FPI. (b) Upon receiving a bona fide third party (an “Offer”) offer to purchase any of the Owned Properties participate in a Covered Project, FPI shall provide written notice (the “ROFR Property”), Keysight shall notify Agilent of such offer, in writing, which notification (the “Terms Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt opportunity and details of the Notice in which Covered Project to elect EGPI, including potential costs and benefits to purchase the ROFR Propertyextent such information has been provided to FPI, on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight whereupon EGPI shall have the right of first refusal stated herein to accept participate in such Covered Project on the Offer, but shall not accept any Offer at basis stated herein for a price that is less than period of ninety five percent (95%90) days after EGPI’s receipt of the price contained Terms Notice (the “Right of First Refusal Period”). (c) EGPI must exercise its right of first opportunity, if at all, by written notice given to and received by FPI within the Right of First Refusal Period. (d) FPI and EGPI shall use good faith efforts to complete any agreements and related documentation for such Covered Project within thirty (30) days after the expiration of the Right of First Refusal Period (the “Agreement Period”). If either EGPI does not give notice of its exercise of its right to participate in such Covered Project prior to the expiration of the Right of First Refusal Period, or EGPI and FPI cannot, acting in good faith, complete the required agreements and related documentation prior to the expiration of the Agreement Period, then it will be deemed that EGPI has elected not to invest in such Covered Project; provided, however, if the structure or terms of such Covered Project shall thereafter materially change such that the economics of such Covered Project are materially different than the terms first presented to EGPI in the Offer or on terms materially more favorable Terms Notice, then (i) FPI shall notify EGPI of such new terms, (ii) EGPI shall have a new Right of First Refusal Period from receipt of such new notice to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The exercise its right of first refusal set forth to invest in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”)such revised Covered Project, and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all there shall be a new Agreement Period following EGPI’s exercise of its assetsright of first refusal during such new Right of First Refusal Period. (e) EGPI’s right of first refusal as stated herein shall continue in effect with respect to each Covered Project that FPI may hereafter be offered until the expiration of the said two (2) year period which commences on the date hereof, or any mergerregardless of whether EGPI fails to participate in a Covered Project offered to EGPI during such time period. (f) In the event that EGPI elects to participate in a Covered Project pursuant to the terms and conditions hereof, consolidation or reorganization EGPI shall reimburse FPI for one-half (1/2) of Keysight into or with another entityFPI’s costs in obtaining and closing on such Covered Project, such reimbursement to be made at the time of such closing.

Grant of Right of First Refusal. Except as otherwise provided herein, Lessee shall have an on-going right of first refusal with respect to any proposed sale, conveyance or other transfer, whether direct or indirect of all or any portion of the Property. If at Lessor proposes to sell, convey or otherwise transfer, whether directly or indirectly, all or any time during portion of the five years following the Operational Separation Date Keysight desires Property, Lessor shall first deliver to accept an offer from any Lessee a bona fide third party (an “Offer”) to purchase any and comprehensive letter of intent, memorandum or other like instrument, signed by both Lessor and the Owned Properties (the “ROFR Property”)proposed transferee, Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set setting forth all the material terms and conditions of the Offerproposed transaction, including, without limitation, price, payment terms, closing date, feasibility period, any option, lease or other rights, all contingencies, representations and warranties, releases and other material covenants with reasonably specificity (the "ROFR Notice"). Agilent Lessor represents and warrants that the terms and conditions specified in the ROFR Notice shall have 30 been arrived at through arms-length negotiations with a bona fide, willing and able transferee. Within five (5) business days from the after Lessee's receipt of the Notice in which ROFR Notice, Lessee shall have the right to elect give written notice to Lessor notice (the "ROFR Acceptance Notice") of its election to purchase the ROFR Property, Property at the same price and on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or ROFR Notice. Any provision herein to the contrary notwithstanding, the ROFR Notice shall be transmitted by Lessor to Lessee by means of all of the following (i) certified mail with return receipt requested; (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice facsimile transmission; and, (iii) email to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ g▇▇▇▇▇▇, @▇▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇. The address or facsimile number for any such transmission shall be the same as set forth for notices in the Purchase Agreement and can be changed in the same manner set forth in the Purchase Agreement. Lessee's email address for purposes of receiving the ROFR Notice can be changed in the same manner as changes of address can be effected as set forth in the Purchase Agreement. Any provision herein to the contrary notwithstanding, Lessee shall only have the right to exercise the ROFR if (i) the proposed sale by Lessor is to a person or entity that is not affiliated with Lessor, but shall apply to any subsequent transfers, sales or conveyances of the Property by such affiliated person or entity and shall be deemed to include any transfer of ownership interests in such affiliated entity; (ii) that certain Keysight Owned Leaseback Lessee or any permitted transferee is then in occupancy of the Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (pursuant to the “Penang Site”), terms and conditions of the Lease; and (iii) Lessee is not in Breach under the Lease. As used herein the term "affiliated" refers to a limited liability company, corporation, partnership, trust, foundation or other entity in which Lessor or any Owned Properties member, manager or owner thereof holds no less than 50% of the economic interest. Any provision herein to any Affiliate of Keysightthe contrary notwithstanding, if Lessee validly exercises the ROFR, the sale escrow pertaining to the ensuing repurchase transaction shall close on the terms and conditions contained in the ROFR Notice, except that (i) the closing date shall be sixty (60) days following the delivery by Keysight or all or substantially all Lessor to Lessee of its assetsthe ROFR Notice. To exercise the ROFR, or any merger, consolidation or reorganization of Keysight into or with another entity.Lessee

Grant of Right of First Refusal. If at any time during Upon and subject to the five years following the Operational Separation Date Keysight desires to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR Property”), Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ hereby grants to Tenant a continuous right of first refusal (the."Right of First Refusal") covering all the office space in the Building located upon the third (3rd) through the fifteenth (15th) floors (both inclusive) of the Building (the "Offer Space") throughout th Term. In the event Landlord shall desire to lease all or part of the Offer Space (whether or not as part of a larger space) during the Term, ▇▇▇▇▇▇▇▇as evidenced by the issuance of a proposal to a third party by or on behalf of Landlord covering such space, or Landlord's acceptance of a proposal from a third party (either of the proposals being herein referred to as an "Acceptable Proposal"), Landlord shall first and promptly offer to lease such Offer Space that Landlord is offering to third parties ("Designated Refusal Space'') to Tenant, by giving written notice ("Landlord's Refusal Notice") to Tenant. Landlord's Refusal Notice shall identify the Designated Refusal Space, state the Designated Refusal Space Rate (as hereinafter defined) for the Designated Refusal Space and the allowance for improvements to the Designated Refusal Space ("Designated Refusal Space Allowance") shall specify any included parking rights and shall specify the date such Designated Refusal Space is expected to be available for commencement of construction of improvements, the expiration date of the lease of the Designated Refusal Space and all other material terms of the proposed lease transaction, including parking rights (if any). Within seven (7) business days after Landlord gives Tenant such notice, Tenant shall, by written notice to Landlord ("Refusal Exercise Notice"), elect or decline to exercise its Right of First Refusal and, with respect to any Refusal Exercise Notice delivered within twenty-seven (27) months after the Commencement Date, Tenant shall select its desired Designated Refusal Space Rate from the two rates provided in Landlord's Refusal Notice pursuant to subparagraph 31(k). Tenant shall have no right to lease less than the entire Designated Refusal Space. If Tenant fails to give such notice to Landlord within such seven (7) business day period, Tenant shall be deemed to have declined to exercise its Right of First Refusal with respect to such Designated Refusal Space. Notwithstanding the foregoing, Tenant shall have no right to exercise the Right of First Refusal (and, at Landlord's option, any previous exercise of the Right of First Refusal shall be null and void) if Tenant is in default (after expiration of any applicable cure period) under this Lease at any time when it attempts to exercise the Right of First Refusal or at any time thereafter until such Designated Refusal Space has been added to the Premises. If Tenant declines or is deemed to have declined to exercise the Right of Refusal, Landlord thereafter shall have the right to lease such Designated Refusal Space to the prospective tenant, upon such terms and conditions and for such period or successive periods of time as Landlord, in its sole discretion, shall determine; provided, however, that (i) the overall economic terms of any lease with the prospective tenant shall not be substantially more favorable to the prospective tenant than the terms set forth in Landlord's Refusal Notice, and (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zonethe lease with the prospective tenant shall be fully executed within six (6) months after the date of delivery of the Landlord's Refusal Notice to Tenant or the date of expiration or termination of any lease affecting any portion of such Designated Refusal Space in the event such prospective tenant (or any of its affiliates) is then a tenant of any portion of the Designated Refusal Space, 11900 Bayan Lepas, Penang, Malaysia whichever date is later. In the event a lease with the prospective tenant has not been fully executed within the time period provided in clause (the “Penang Site”ii), and (iii) any Owned Properties Landlord shall not be permitted to any Affiliate lease such Designated Refusal Space without again providing a Landlord's Refusal Notice in compliance with the provisions of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entitythis subparagraph 31(a).

Grant of Right of First Refusal. If at Tenant is not then in monetary or material non-monetary default under any time term or provision of this Lease beyond the expiration of the applicable cure period, Tenant shall have a right of first refusal (“Right of First Refusal”) during the five years following initial Lease Term to lease the Operational Separation Date Keysight desires to accept an offer from any bona fide space on the third party (an “Offer”) to purchase any floor of the Owned Properties 4400 Building (the “ROFR PropertyRight of First Refusal Space”) on the following terms and conditions: If Landlord receives a proposal (which may be in the form of a non-binding letter of intent, memorandum of understanding or other written proposal) from another party that is not a tenant in the Project to lease all or a portion of the Right of First Refusal Space only (i.e., not any other space in the Project) on terms acceptable to Landlord in its sole and absolute discretion (the “Third Party Proposal”), Keysight then Landlord shall notify Agilent Tenant in writing of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent such Third Party Proposal, and Tenant shall have 30 seven (7) business days from the after receipt of the Notice Third Party Proposal to provide written notice to Landlord, which notice shall be unconditional and irrevocable, that Tenant elects to lease the Right of First Refusal Space described in which to elect to purchase the ROFR Property, on Third Party Proposal upon the same identical terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) Third Party Proposal and, to the allocated value extent not inconsistent therewith, upon all of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made this Lease. The failure of Tenant to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent provide written notice of acceptance within said time period shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right be deemed an election by Tenant not to accept the OfferThird Party Proposal. Notwithstanding the foregoing or anything to the contrary in this Lease, but Tenant’s Right of First Refusal shall not accept any Offer at apply only if the Third Party Proposal is for the lease of all or a price that is less than ninety five percent (95%) portion of the price contained Right of First Refusal Space only, and not for any other space in the Offer Project. If Landlord receives a Third Party Proposal to lease all or on terms materially more favorable to a portion of the third party purchaser than that contained Right of First Refusal Space along with any other space in the Offer4400 Building or any other building in the Project, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right then Tenant’s Right of first refusal set forth in this Section 2.14 (the “ROFR”) First Refusal shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entitysuch Third Party Proposal.

Grant of Right of First Refusal. If at any time during Seller hereby grants to Buyer, effective as of the five date hereof, a right of first refusal (as fully described below) for the purchase of Seller's adjacent property known as the Herald Office Building and Seller's adjacent property known as the Printing Plant (collectively the "Miami Herald Building Site"). Notwithstanding anything to the contrary, the Buyer's right of first refusal for the Herald Office Building and the Printing Plant (no matter when such right is triggered) shall terminate upon the sooner of (a) twenty (20) years following after the Operational Separation Date Keysight desires date of Closing (except to accept an offer from any the extent theretofore exercised) or (b) the termination, without a Closing, of this Contract. 22.24.1 Buyer's right of first refusal for the Herald Office Building and/or Printing Plant shall come into existence as described hereinabove, and shall be exercised as follows: In the event that Seller receives a bona fide offer in the form of an executed letter of intent accompanied by a 5% soft deposit to be held in escrow by an escrow agent acceptable to Seller and such third party purchaser (an “"Offer”") to purchase any of the Owned Properties Herald Office Building and/or the Printing Plant, from a purchaser unrelated to Seller, and if Seller is willing to sell the property described in the Offer upon the terms set forth therein (which terms shall include the “ROFR Property”purchase price, hard and soft deposits, inspection period, financing conditions, other conditions to such offer to purchase becoming effective and closing date), Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent Buyer shall have 30 days from the receipt a right of the Notice in which to elect first refusal to purchase the ROFR Property, on property set forth in the same Offer upon the identical terms and conditions as those contained set forth in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) the allocated value shall be increased by 5%. Upon Seller's receipt of an Offer which Seller wishes to accept and further receipt of a refundable deposit for such Offer, Seller shall provide Buyer and Buyer's Attorney with a copy of the ROFR Property as Offer. Buyer shall have a period of thirty (30) calendar days after receipt of an Offer to submit to Seller a contract containing the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all same terms and conditions of and covering the same property as the Offer made (except Buyer's contract shall contain a purchase price equal to Keysight, except as 5% greater than the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the purchase price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer), without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ accompanied by an ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ money deposit in the same amount as the deposit accompanying the Offer. In the event that (a) Buyer elects not to submit a contract for the purchase of the property described in the Offer, (iib) Seller accepts the Offer, and (c) Seller subsequently agrees to modify any material provision of the Offer, such modification in the Offer term ("Modified Offer") shall reactivate Buyer's right of first refusal with respect to the Modified Offer. Seller shall be required to submit the Modified Offer to Buyer, and Buyer shall have a period of ten (10) calendar days after receipt thereof to submit to Seller a contract containing the same terms and conditions as the Modified Offer, plus 5%. In the event that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial ZoneBuyer elects not to submit a contract for the purchase of the property described in the Offer or any Modified Offer within thirty (30) calendar days after receipt of such Offer from Seller, 11900 Bayan LepasBuyer shall be deemed to have waived its right of first refusal with respect to the Offer, Penangand provided that Seller closes with the purchaser in accordance with the Offer, Malaysia Buyer's right of first refusal shall be terminated as to the property sold and conveyed in accordance with the Offer. In the event that (a) Buyer elects not to submit a contract for the “Penang Site”purchase of the property described in the Offer within the thirty (30) calendar day period provided, (b) Seller accepts the Offer, and (c) Seller fails to close on the sale of the property in accordance with the Offer, Buyer shall continue to have a right of first refusal with respect to the property described in the Offer. In the event that an Offer submitted to Seller, which Seller wishes to accept, includes as part of the purchase price consideration other than cash (e.g. real estate or securities), and (iii) in the event that Buyer wishes to exercise its right to purchase in accordance with the Offer, Buyer and Seller agree that Buyer may pay the non-cash portion of the consideration set forth in the Offer in cash. In the event that Seller sells and conveys the Herald Office Building or Printing Plant or any Owned Properties portion thereof to a purchaser other than an unrelated bona fide third party purchaser, Buyer shall continue to have a right of first refusal with respect to the Herald Office Building or Printing Plant. To the extent that Seller simultaneously presents the Right of First Refusal to Buyer for both the Printing Plant and the Herald Office Building, then Buyer may not exercise any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assetsrights to purchase one property without the other. At the Closing, or any mergerSeller shall execute and deliver to Buyer a Notice of Right of First Refusal in the form attached hereto as Exhibit "K", consolidation or reorganization which Notice shall be recorded in the Public Records of Keysight into or with another entityMiami Dade County. Buyer and Seller shall also execute and deliver to the Title Company a Termination of the Right of First Refusal, to be held in escrow by the Title Company until such time as the Title Company receives notice from both Buyer and Seller to record such Termination.

Grant of Right of First Refusal. If at any time In the event that, during the five years following Lease Term, Landlord receives an offer to purchase all or any portion of the Operational Separation Date Keysight desires Premises on terms Landlord is willing to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR PropertyInterest at Issue”), Keysight then Landlord shall notify Agilent Tenant of such offer, decision or action in writingwriting (the "ROFR Notice"), which notification (ROFR Notice shall include the “Notice”) copy of the written offer acceptable by Landlord, and Tenant shall set forth have the material first right to purchase the Interest at Issue for the purchase price and on the terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) ROFR Notice and otherwise, pursuant to the allocated value provisions of this Section 1.2. Following Landlord’s delivery to Tenant of the ROFR Property as of Notice, Tenant may exercise the Operational Separation Date. Such election shall be made first right to purchase the Interest at Issue ("ROFR") by giving written notice to Keysight Landlord (the “Election "ROFR Acceptance Notice”), and ") within 30 thirty (30) days thereafter the parties shall enter into a formal contract for a sale of its receipt of the ROFR Property containing all Notice that Tenant desires to exercise the ROFR upon the terms contained in the ROFR Notice. If Tenant timely gives its ROFR Acceptance Notice to Landlord, then Landlord and conditions Tenant shall, within ten (10) business days after ▇▇▇▇▇▇▇▇’s receipt of the Offer made ROFR Acceptance Notice, enter into negotiations on a purchase and sale agreement and diligently cooperate in good faith to Keysightexecute and deliver a purchase agreement (the "Purchase Agreement") by no later than thirty (30) business days after the delivery of the ROFR Acceptance Notice, which Purchase Agreement shall include the terms set forth in the ROFR Notice and shall otherwise be on market terms, except as agreed by Landlord and Tenant. If Landlord does not timely receive the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of ROFR Acceptance Notice, ▇▇▇▇▇▇’s ROFR shall be deemed waived as to that ROFR Notice and of no further force or if Agilent fails to enter into a contract for sale as provided herein, then Keysight effect and Landlord shall have the right to accept sell, convey, assign or transfer the Offer, but shall Interest at Issue in its sole and absolute discretion to any party it desires on any terms it desires for an effective purchase price which is not accept any Offer at a price that is less than ninety ninety-five percent (95%) of the purchase price contained in the Offer or on ROFR Notice previously delivered by Landlord to Tenant (taking into account all economic terms materially more favorable to of the third party purchaser than that contained proposed sale transaction). Notwithstanding the immediately preceding sentence, in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of event that: (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ during the six (6) month period following ▇▇▇▇▇▇’s failure to timely or properly deliver a ROFR Acceptance Notice, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, if Landlord intends or attempts to enter into an agreement for sale of the Interest at Issue for an effective purchase price which is less than ninety- five percent (ii95%) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia of the purchase price contained in the ROFR Notice previously delivered by Landlord to Tenant (taking into account all economic terms of the “Penang Site”proposed sale transaction), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entity.or

Grant of Right of First Refusal. If at (a) In the event that Perception receives a bona fide written offer from an unaffiliated third party (an “Offeror”) for the purchase of all or substantially all of any time during of the five years following Perception Entities’ assets or majority (i.e. more than 50%) of any of the Operational Separation Date Keysight equity interests in the Perception Entities, which Perception desires to accept an offer from any bona fide third party (an “Offer”) then, Grantee shall have a right of first refusal to purchase any purchase, exercisable within [***] of its receipt of the Owned Properties Offer, all such assets or equity interests at the price and on the terms set forth in the Offer (the “ROFR”). The ROFR shall have a term commencing on the Activation Date and shall expire on the second anniversary of the Activation Date. (b) Upon receipt of an Offer, prior to any transfer of the assets or equity interests to the Offeror, Perception shall give Grantee written notice (an “Offer Notice”) containing each of the following: (i) [***]; (ii) [***]; and (iii) Perception’s offer (a “Perception Offer”) to sell the assets or equity interests in question to Grantee for a price and on the terms contained in the Offer (the “ROFR PropertyPurchase Price”), Keysight . (c) A Perception Offer shall notify Agilent of such offer, in writing, which notification be and remain irrevocable for a period (the “Offer Period”) [***] following the date the Perception Offer is given to Grantee. At any time during the Offer Period, Grantee may accept the Perception Offer by giving written notice to Perception of its acceptance (a “ROFR Acceptance Notice”) ). If Grantee accepts the Perception Offer, the ROFR Acceptance Notice shall set forth fix a closing date for the material terms and conditions purchase, which shall not be earlier than [***] after the expiration of the Offer. Agilent Offer Period. (d) If Grantee rejects the Perception Offer or fails to accept the Perception Offer (within the time and in the manner specified in this Section), then Perception shall have 30 days from be free for a period (the receipt “Free Transfer Period”) [***] after the expiration of the Notice Offer Period to transfer the assets or equity interests in which question to elect to purchase the ROFR PropertyOfferor, for the same price and on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer Offer. If Perception does not transfer the assets or equity interests in question to the Offeror within the Free Transfer Period, Perception’s right to transfer such assets or equity interests to the Offeror pursuant to this Section shall cease and terminate and any new offer received by Perception shall be subject to the ROFR in accordance with the provisions of this Section. (iie) Any transfer by Perception of such assets or equity interests after the allocated value last day of the ROFR Property as of Free Transfer Period or without strict compliance with the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”)terms, and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms provisions, and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (and the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇other terms, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”)provisions, and (iii) any Owned Properties to any Affiliate conditions of Keysightthis Agreement, the sale by Keysight shall be null and void and of no force or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entityeffect.

Grant of Right of First Refusal. If During the Term, the Owner hereby grants to the Village the sole, exclusive right of first refusal (the “Right of First Refusal”) to purchase the Lands, including all improvements thereon, free and clear of all liens, interests, encumbrances and legal notations, except for the Permitted Encumbrances, on the following terms and conditions: (a) if at any time during the five years following Term, the Operational Separation Date Keysight desires Owner: (i) makes a Bona Fide Offer to accept an offer from any bona fide third party a Third Party, which Bona Fide Offer the Third Party is willing to accept; or (an “ii) receives a Bona Fide Offer”) , which Bona Fide Offer the Owner is willing to purchase any of accept, then the Owned Properties Owner will promptly give the Village written notice (the “ROFR Property”), Keysight shall notify Agilent of such offer, in writing, which notification (the “Transfer Notice”) shall set forth thereof and will attach a full and complete true copy of the material Bona Fide Offer thereto; (b) after receipt of the Transfer Notice, the Village may, within five (5) Business Days, exercise the Option by written notice to the Owner. If the Village exercises the Option, upon such exercise, the Owner will complete the Form A Transfer to the Village in accordance with this Agreement; (c) if the Village does not exercise the Right of First Refusal (or the Option) within the period specified in subsection 4.1(b) above, then the Owner may complete the transfer to the Third Party on the terms and conditions contained in the Bona Fide Offer, except that such transfer of title to the Lands will remain subject to both the Right of First Refusal and the Option; (d) if the Owner intends to complete the transfer to the Third Party, as contemplated in subsection (c) above, at least five (5) Business Days before the completion of the Offer. Agilent shall have 30 days from transfer to the receipt Third Party, the Owner must deliver to the Village: (i) a signed Form C granting to the Village an option to purchase and right of the Notice in which to elect first refusal to purchase the ROFR Property, Lands on the same terms and conditions as those contained set out in this Agreement (the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or “New Form C”); (ii) a discharge of this Agreement for execution by the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and Village; and (iii) undertakings from the solicitor or notary for the Third Party on terms satisfactory to the Village, including to: (A) register the discharge only concurrently with the registration of the New Form C, as an “all or nothing package” and in priority to all mortgages and other financial liens, charges and encumbrances, except for any Owned Properties charges in favour of the Village; and (B) promptly following registration of the New Form C, provide the Village with a copy of the discharge and New Form C bearing registration particulars along with a copy of the vendor’s statement of adjustments with respect to the transaction certified to be a true copy thereof by the Third Party’s lawyer or notary; and (e) if for any reason the Owner does not effect the transfer to the Third Party on the terms set out in the Bona Fide Offer, the Right of First Refusal (and Option) will continue to apply to any Affiliate sale, transfer, conveyance or other disposition of Keysight, the sale by Keysight or all or substantially all of its assets, Lands or any merger, consolidation or reorganization of Keysight into or with another entityportion thereof by the Owner.

Grant of Right of First Refusal. If at (a) The Company agrees that it will not sell, lease, transfer, assign or otherwise alienate, by operation of law or otherwise, the assets or business of any time during the five years following the Operational Separation Date Keysight desires to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties Store (the “ROFR Property”foregoing being collectively referred to as a "Store Sale"), Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth sales of inventory and equipment in the Offer or ordinary course of business, (ii) sales of Stores in transactions accounted for as sale-leasebacks in accordance with generally accepted accounting principles, where the allocated value term of the ROFR Property as Company's lease for such Store is reasonably expected to extend beyond the term of the Operational Separation Date. Such election shall be made by written notice to Keysight this Agreement, (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale iii) sales of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent Stores (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offerincluding, without again granting Agilent limitation, the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Company's ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii▇ Store) that certain Keysight Owned Leaseback Property have been or will be replaced by another Store, which replacement Store is located at Beyan Lepas Free Industrial Zonewithin the marketing area of the Store to be sold and (iv) bona fide sales made in compliance with subsection (c) of this Section. (b) (i) The Shareholders jointly and severally agree that they will not sell, 11900 Bayan Lepastransfer, Penangpledge, Malaysia hypothecate, divide, assign, grant options on or otherwise alienate, by operation of law or otherwise, any shares of voting common stock of the Company (the “Penang Site”foregoing being collectively referred to as a "Stock Transfer"), and (iiiii) the Company and the Shareholders jointly and severally agree that the Company will not issue any Owned Properties additional shares of its voting common stock or grant any rights, options or warrants with respect to any Affiliate of Keysight, the sale by Keysight or all or substantially all shares of its assetsvoting common stock (the foregoing being collectively referred to as a "Stock Issuance"), except for (A) Stock Transfers and Stock Issuances which do not, individually or any mergerin the aggregate, consolidation result in a Change in Control, (B) Stock Issuances pursuant to employee benefit plans or reorganization arrangements or pursuant to a bona fide public offering registered under the Securities Act of Keysight into 1933, as amended, (C) Stock Transfers by will or by operation of the laws of descent or distribution upon the death of the Shareholder, provided that such shares shall remain subject to the terms of this Section, and (D) Stock Issuances and Stock Transfers pursuant to a bona fide sale made in compliance with another entitysubsection (c) of this Section.

Grant of Right of First Refusal. Except as otherwise provided herein, Lessee shall have an on-going right of first refusal with respect to any proposed sale, conveyance or other transfer, whether direct or indirect of all or any portion of the Property. If at Lessor proposes to sell, convey or otherwise transfer, whether directly or indirectly, all or any time during portion of the five years following the Operational Separation Date Keysight desires Property, Lessor shall first deliver to accept an offer from any Lessee a bona fide third party (an “Offer”) to purchase any and comprehensive letter of intent, memorandum or other like instrument, signed by both Lessor and the Owned Properties (the “ROFR Property”)proposed transferee, Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set setting forth all the material terms and conditions of the Offerproposed transaction, including, without limitation, price, payment terms, closing date, feasibility period, any option, lease or other rights, all contingencies, representations and warranties, releases and other material covenants with reasonably specificity (the "ROFR Notice"). Agilent Lessor represents and warrants that the terms and conditions specified in the ROFR Notice shall have 30 been arrived at through arms-length negotiations with a bona fide, willing and able transferee. Within five (5) business days from the after Lessee's receipt of the Notice in which ROFR Notice, Lessee shall have the right to elect give written notice to Lessor notice (the "ROFR Acceptance Notice") of its election to purchase the ROFR Property, Property at the same price and on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or ROFR Notice. Any provision herein to the contrary notwithstanding, the ROFR Notice shall be transmitted by Lessor to Lessee by means of all of the following (i) certified mail with return receipt requested; (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice facsimile transmission; and, (iii) email to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, @▇▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (. The address or facsimile number for any such transmission shall be the “Penang Site”), same as set forth for notices in the Purchase Agreement and (iii) any Owned Properties to any Affiliate can be changed in the same manner set forth in the Purchase Agreement. Lessee's email address for purposes of Keysight, receiving the sale by Keysight or all or substantially all ROFR Notice can be changed in the same manner as changes of its assets, or any merger, consolidation or reorganization of Keysight into or with another entity.address can be effected as set forth

Grant of Right of First Refusal. If at any time Landlord hereby grants to Tenant the exclusive and irrevocable right of first refusal ("Right of First Refusal"), exercisable during the five years following the Operational Separation Date Keysight desires First Refusal Term, if Landlord proposes to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR Property”)effect a Property Transfer, Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, Subject Property included in any Sale Agreement or Term Sheet at the price and on the same terms and conditions as those contained set forth in the OfferSale Agreement or Term Sheet. Landlord shall deliver a copy of such Sale Agreement or Term Sheet, except certified by Landlord as being true and correct, to Tenant promptly after execution thereof. Tenant shall have such Right of First Refusal for thirty (30) calendar days after receipt of a copy of such Sale Agreement or Term Sheet, after which, if not exercised by Tenant, the Right of First Refusal shall terminate as to such Sale Agreement or Term Sheet; provided, however, that the Right of First Refusal shall not terminate and the First Refusal Term shall be extended, as provided below, if (a) Landlord (or the City) amends the Sale Agreement or issues a revised Term Sheet, that reduces the purchase price for the ROFR Subject Property if Agilent elects to purchase by more than five percent (5%), changes the ROFR Property will be payment terms, extends the lesser time for closing, or makes any other material changes in the terms of the transaction described in the previously submitted Sale Agreement or Term Sheet, or (ib) Landlord enters into a Sale Agreement with a purchaser not identified in the Term Sheet, or (c) the purchase price Sale Agreement is assigned by the original purchaser to an unaffiliated third party. Landlord must give Tenant written notice of the event described in the preceding sentence and Tenant shall have thirty (30) calendar days after receipt of such notice and copies of all documentation with respect thereto requested by Tenant in which to exercise the Right of First Refusal (and the First Refusal Term shall be extended through the end of such 30-day period). If the sale contemplated by any Sale Agreement or Term Sheet fails to close within three (3) months of the date thereof, Landlord shall be required again to comply with the provisions of this Article 14 before selling the Subject Property. If Tenant does exercise the Right of First Refusal, Tenant's acquisition of the Subject Property shall be on terms no less favorable to Tenant than those set forth in the Offer Sale Agreement or (ii) Term Sheet; provided that if the allocated Sale Agreement or Term Sheet includes any non-cash consideration, Tenant may pay cash equal to the fair market value of the ROFR Property as such non-cash consideration in lieu of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”)such non-cash consideration, and within 30 days thereafter in any event the parties closing shall enter into a formal contract for a take place at the Title Company. Landlord and Tenant agree that sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained included in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entityTerm Sheet must be commercially reasonable.