Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. If, at any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein).

Right of First Refusal. If(a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time after the end time, desire to sell some or all of the eighty fourth Remaining Shares in the open market or directly to a third party (84th) complete calendar month the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to occur after the Commencement Date and before Company, which notice shall contain the end number of shares Seller and/or any of its Affiliates desire to sell, if such sale is to be made in the open market or whether it is a negotiated sale to a Third Party, the proposed terms of the one hundred twentieth sale and, if the sale is a negotiated sale, the name and address of the Third Party (120th) complete calendar month the “Offer Notice”). The Company shall have the right of first refusal to occur after acquire all or any portion of the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord Remaining Shares that Seller and/or any of its Affiliates desire to accept sell as specified in the Bona Fide Offer, it shall first make a written offer Offer Notice (the "Tenant Offer"“Offered Shares”) for a period of two (2) days following the date the Company receives the Offer Notice. The Company must give any such notice of exercise to sell said Premises to Tenant at the Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and upon terms of any sale of the terms and conditions Offered Shares to the Company or its assignees shall be the same as set forth in the Bona Fide Offer. The Tenant Offer shall Notice; and if the Offer Notice proposes sales for cash in the open market, then the selling price to the Company or its assignees for each Offered Share will be accompanied by a copy the closing price per share of the Bona Fide Offer. Tenant may accept Company’s common stock on the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord NASDAQ Global Select Market on the date set forth the Offer Notice is given. (b) If the Company does not exercise its right of first refusal within the required two-day period provided above, Seller and/or any of its Affiliates identified in the Bona Fide Offer Notice shall have the right, for a period of twenty (20) days following the expiration of such two-day period, to sell to the Third Party or at such other placein the open market, time and date as Landlord and Tenant may agree uponidentified in the Offer Notice, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted Offered Shares not purchased by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofCompany or its assignees; provided, however, that (i) if Landlord fails to consummate the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Premises Third Party as identified in the Offer Notice on exactly terms that are no more favorable to the same terms and conditions as are purchaser of such Offered Shares than those set forth in the Bona Fide OfferOffer Notice, and (ii) if such Offered Shares not purchased by the Company or its assignees are not sold by Seller and/or any of its Affiliates in accordance with this Section 7(b) within the twenty (20)-day period described herein, the Premises Offered Shares shall again be subject to Tenant's right of first refusal. Tenant's the right of first refusal as set forth above. (c) The closing pursuant to the exercise of the right of first refusal under Section 7(a) above shall take place no later than five (5) days after the Company shall have notified Seller and any of its Affiliates of the exercise of the right of first refusal and in the same manner as described in Section 4 of this Agreement. (d) If Seller and/or any of its Affiliates transfers any shares of common stock of the Company by gift, it will obtain the donee’s written agreement to comply with the right of first refusal in this Article XXI shall be a continuing right and shall survive each Section 7 regarding any further sale of those shares of common stock of the Premises during the term hereof (as it may be extended as provided herein)Company.

Right of First Refusal. If, at any time From and after the end of date hereof and during the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effectTerm, Landlord should receive from a bona fideshall not sell, arm's-length purchaser transfer or otherwise dispose of or convey all or part of Landlord’s fee interest in the Premises to any third party until and unless Landlord shall have obtained a bona fide written offer to purchase therefor (the Premises ("Bona Fide “Landlord’s Offer"”), delivered written notice thereof to Tenant, which notice shall contain a true and should Landlord desire to accept the Bona Fide accurate copy of Landlord’s Offer, it shall first make a written offer (the "Tenant Offer") and offered to sell said Premises sell, transfer or otherwise dispose of such fee interest to Tenant at the same price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is acceptedand, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein hereafter provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly upon the same terms and conditions as are set forth contained in Landlord’s Offer, and ▇▇▇▇▇▇ has not elected to exercise its right of first refusal in accordance herewith. If Tenant shall either deliver written notice of rejection of Landlord’s Offer to Landlord or fail to deliver written notice of acceptance of Landlord’s Offer within thirty (30) days after the date of receipt of Landlord’s notice, ▇▇▇▇▇▇▇▇’s fee interest in the Bona Fide Premises may, during the one hundred eighty (180) days thereafter, be sold, transferred or otherwise disposed of to the original offeror at the same price and upon the same terms and conditions as contained in Landlord’s Offer. In the event Tenant rejects ▇▇▇▇▇▇▇▇’s Offer or fails to accept ▇▇▇▇▇▇▇▇’s Offer in accordance herewith, the Premises shall again be subject to Tenant's this Lease and all of its terms and conditions (including this right of first refusal) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the Premises shall be bound thereby. Tenant's Failure of Tenant to exercise its right of first refusal as set forth on one or more occasions shall not affect Tenant’s right to exercise it on any subsequent occasion. Any sale or transfer of the Premises, or any part thereof, other than in strict compliance with the terms of this Article XXI Section shall be null and void and of no effect as to Tenant, and Tenant shall be entitled to purchase the Premises from the purchaser upon the same terms and conditions and at the same price specified in Landlord’s Offer, provided Tenant notifies Landlord of its election thirty (30) days after receipt of notice that complies with the requirements hereof. The making of Lease Payments to such purchaser or otherwise treating such purchaser as Landlord shall not be deemed to be a continuing waiver of Tenant’s right of first refusal or any other right or privilege of Tenant and shall survive each not create an estoppel with respect thereto. Any sale or transfer of Landlord’s interest in the Premises, or any part thereof shall be expressly made subject to all of the terms, covenants and conditions of this Lease. In the event Landlord’s Offer provides for the sale and purchase of Landlord’s interest in the Premises and other property, Tenant shall only be required to purchase all the Premises in the event it desires to exercise its right of first refusal hereunder. In the event Tenant exercises its right of first refusal then, notwithstanding the terms of Landlord’s Offer (i) Landlord shall convey title to the Premises by warranty deed approved by Tenant and the title company; (ii) title to the Premises shall be free and clear of any liens and encumbrances except the lien for current taxes which are not delinquent at the time of closing and such other exceptions to title as may have been created by Tenant during the term Term or as existed on the date hereof and/or were approved by Tenant thereafter; and (iii) title to the Premises shall otherwise comply with the terms of this Lease as it may be extended they pertain to condition of title. Upon such election by ▇▇▇▇▇▇, Landlord and ▇▇▇▇▇▇ agree to act in good faith to consummate a purchase agreement for the Premises incorporating the express terms of Landlord’s Offer and other customary terms and provisions for similar transactions of similar property located in the same geographic area as provided herein)the Premises.

Right of First Refusal. If, at So long as the Tenant is not in default under any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth contained within the Lease beyond any applicable notice and cure period, in the Bona Fide Offer. The Tenant Offer shall be accompanied by event Landlord enters into a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate contract for the sale of the Premises in response to a bona fide third-party offer (the “Offer”) at any time during the Term, Landlord hereby grants Tenant the right of first refusal to purchase the Premises on exactly the same terms and conditions specified in the Offer. (a) Within ten (10) days of the execution of the Offer, Landlord shall deliver a complete copy of the Offer to Tenant. Tenant shall have thirty (30) days to determine whether or not Tenant desires to exercise its right of first refusal on the Offer and shall provide written notice of such election within such thirty (30) day period (unless such thirty (30) day period ends on a non business day, then such notice will be due on the next business day). Tenant’s failure to deliver timely notice shall be deemed as Tenant’s waiver of its right of first refusal to that Offer (but not any subsequent Offer). (b) In the event Tenant exercises its right of first refusal, Landlord and Tenant shall enter into a contract (the “Contract”) on the same terms and conditions as are set forth the Offer with all time periods extended in relation to the effective dates of the Offer and the Contract. All terms and conditions of the Lease shall continue until the Closing under the Contract. Should Landlord fail to perform its obligations under the Contract, Tenant shall have all rights and remedies provided in the Bona Fide Contract. Should Tenant fail to perform its obligations under the Contract, Landlord shall not only have the rights and remedies provided in the Contract, but shall be entitled to revive the Offer and sell the Premises to the purchaser thereunder. (c) In the event that either the Offer is terminated or a material term in the Offer is changed, Tenant’s right of first refusal shall be reinstated as to any new offer and/or the modified Offer, respectively. However, should Landlord timely and properly close on the sale of the Premises shall again be subject to Tenant's a party who is not affiliated with Radiation Therapy Services or ▇▇▇▇▇▇▇ Enterprises (where (i) Tenant was in default beyond any applicable notice and/or cure period, (ii) did not timely exercise its right of first refusal. , or (iii) the Contract was properly terminated), then Tenant's ’s right of first refusal as set forth in this Article XXI shall be a continuing right become null and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)void.

Right of First Refusal. IfFor a period of twelve (12) months subsequent to the Closing Date, at the Company herby agrees to offer to the Lead Underwriter the opportunity to act co-lead manager, underwriter and/or private placement agent and co-bookrunner for any time after the end follow-on offerings of common shares of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end Company, securities exchangeable or convertible into common shares of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease Company. It is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon understood that the terms and conditions and related fees payable in connection with those services will be negotiated in good faith and be consistent with then prevailing market practice. If the Lead Underwriter does not accept the terms and conditions contained in the Company’s offer, you may engage any other financial institution as manager, underwriter, private placement agent and/or financial advisor (as the case may be, depending on the nature of the transaction) in connection with such transaction, provided that the terms and conditions of any such engagement shall be no more favourable to such other financial institution than the terms and conditions offered by the Company to the Lead Underwriter. The Lead Underwriter shall have a period of three days from the date of receipt of written notice from the Company of any such proposed financing, in which notice the Company shall set forth in detail the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy terms of such proposed offering, to provide written notice to the Bona Fide Offer. Tenant may accept Company that the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer Lead Underwriter intends to Tenantexercise its right to participate in such financing. If the Tenant Offer is acceptedLead Underwriter does not give written notice within such three day period, it shall be deemed to have waived its right in respect of such transaction. Should the Lead Underwriter fail to give notice within three days of the receipt of the Company’s notice, the purchase and sale Company may then make other arrangements to engage another source to obtain financing on terms no less favourable to the Company for a period of 60 days thereafter. The Lead Underwriter’s waiver of its right in respect of any one or more transactions will not constitute a waiver of its right in respect of any other transaction. If another source is not engaged in connection with a transaction where the Lead Underwriter waives or is deemed to have waived its right within 60 days following the date on which the three day period set forth above expires, the transaction shall be closed at deemed to be a new transaction requiring the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails Company to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises give written notice to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal Lead Underwriter as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)above.

Right of First Refusal. IfIn addition to the Option to Purchase granted to Tenant in Section 18.01 above, Landlord does further agree that if at any time after during the end term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Datethis Lease, and while this Lease provided Tenant is not in full force and effectdefault hereunder, or any renewal term, Landlord should shall receive from a bona fide, arm's-length purchaser a any bona fide written offer acceptable to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate for the sale of the Premises on exactly leased herein, Landlord, prior to acceptance thereof will give Tenant, with respect to each said offer, written notice thereof and a copy of said offer. In the same terms event Tenant receives said notice, Tenant shall have the option and conditions as are set forth in the Bona Fide Offer, first refusal for fifteen (15) days after receipt of such notice within which to elect to purchase the Premises on the terms of said offer. If Tenant shall again be subject elect to Tenant's purchase the Premises pursuant to this right of first refusalrefusal granted herein, it shall provide Landlord with written notice of such election within the said fifteen (15) day period, and upon such notice having been given, the transaction shall be closed on the terms of the offer except that any such closing shall be at least sixty (60) days after the date of Tenant's notice to Landlord. Tenant shall continue to pay the rentals specified herein up to the date on which fee title to the property vests in Tenant. Tenant's right of first refusal as set forth in this Article XXI above shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may existence of this Lease. Tenant's failure at any time to exercise its right of first refusal shall not affect this Lease and the continuation of Tenant's right and options under this Lease, except for the Purchase Option and the right of first refusal which shall both thereafter be extended as provided herein)null and void.

Right of First Refusal. (a) For purposes of this Article 39, “Offer Space” means all contiguous rentable space on the 29th floor of the Building. If, at any time after the end Commencement Date of this Lease and during the Lease Term or any Renewal Term, any lease for any portion of the eighty fourth Offer Space expires or is due to expire or any portion of the Offer Space is or is due to become vacant and not leased and if Landlord receives a proposal (84thwhich Landlord is prepared to accept) complete calendar month to occur lease such Offer Space or a portion thereof (a “Proposal”) from a third party (a “Proposed Tenant”) or gives a Proposal to a Proposed Tenant, in either case other than the tenant then leasing such space, or the beneficiary of any expansion or other option applicable to such space, or their respective affiliates, successors or assigns where such option either (i) exists as of the date of this Lease or (ii) is set forth in a lease entered into after the Commencement Date and before the end date of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease based on a Proposal for which Tenant is given an Offer Notice in full force and effectaccordance with this Article 39, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written will offer to purchase Tenant the Premises ("Bona Fide Offer"), and should Landlord desire right to accept lease the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and Offer Space upon all the terms and conditions of the Proposal, except as otherwise set forth in this Article 39. (b) Landlord will make such offer to Tenant in a written notice (the Bona Fide Offer“Offer Notice”) to designate the space being offered and to specify the terms for the Offer Space. The Tenant If the Proposal includes some space that is not included in the definition of Offer shall be accompanied by a copy of Space, Landlord will include such other space in the Bona Fide OfferOffer Notice. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date offer set forth in the Bona Fide Offer Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice”) of such offer within 7 business days after delivery by Landlord of the Offer Notice to Tenant. Time is of the essence with respect to the giving of Tenant’s Notice. In order to send the Offer Notice, Landlord does not need to have negotiated a complete lease with the Proposed Tenant, but may merely have agreed upon the material economic terms for the Proposal. (c) If Tenant accepts the Proposal, Tenant must accept all Offer Space (and any other space included in the Proposal pursuant to this Article 39) offered by Landlord, and may not exercise its right with respect to only part of such space. (d) If Tenant at any time declines (or at fails to timely accept) any Offer Space offered by Landlord, Landlord will be free to lease the Offer Space (or such portion as the case may be) described in the Offer Notice to the Proposed Tenant (or its affiliate or designee) or to any other prospective tenant on the terms contained in the Offer Notice or such other place, time and date as terms upon which Landlord and the Proposed Tenant or other prospective tenant may agree uponmutually agree, by payment except that if, in the final lease to the Proposed Tenant or such other prospective tenant, Landlord intends to (i) reduce the base rental rate payable to less than 95% of the purchase price against conveyance base rental rate quoted in the Offer Notice, or (ii) increase the aggregate economic concessions (e.g., construction allowance or other similar economic concessions) to more than 110% of that quoted in the Premises free Offer Notice, then Landlord will submit to Tenant a new Offer Notice, and clear of liens and encumbrances of every kind and description except as permitted by Tenant will again have the Tenant Offerrights set forth in this Article 39. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance does not enter into a lease with the Proposed Tenant (or its affiliate or designee) or other prospective tenant on the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide OfferOffer Notice (as the same may be modified within the parameters set forth in clauses (i) and (ii) above) within 270 days after the expiration of the 7 business day period described above, the Premises shall again be subject to then Tenant's right of first refusal. Tenant's ’s right of first refusal as set forth in (and subject to the terms, conditions and limitations of) this Article XXI shall 39 with respect to such Offer Space will remain in full force and effect, such that Landlord will be required (subject to the terms, conditions and limitations set forth in this Article 39) to offer such Offer Space to Tenant upon Landlord’s receipt or giving of a continuing right and shall survive each sale Proposal from any Proposed Tenant pursuant to this Article 39. In addition, if the lease term for the Offer Space (or the offered portion thereof) would expire after the expiration of the then existing Lease Term for the then existing Premises, then the Offer Notice will specify that if Tenant accepts the Offer Space, the Lease Term under this Lease for the then existing Premises during the term hereof (as it may will be extended so as provided herein).to be coterminous with the lease to Tenant of the Offer

Right of First Refusal. If5.12.1 Before any of the Purchaser Shares may be sold or transferred by Seller, Seller shall first give written notice thereof to Purchaser stating the proposed transferee, the number of Purchaser Shares proposed to be transferred, the purchase price, if any (if such shares are to be sold in the open market, the purchase price shall be deemed to be the closing sale price of such Purchaser Shares on the date immediately preceding the date of Purchaser's notice), and the terms of the proposed transaction. The Purchaser shall thereupon have the option, but not the obligation, to acquire any or all of the Purchaser Shares proposed to be transferred for the purchase price stated in such notice. Within two (2) business days after the giving of such notice by the Seller, the Purchaser shall give written notice to the Seller stating whether or not it elects to exercise the option to purchase, the number of Purchaser Shares, if any, it elects to purchase and a date and time (the "Closing Date") for consummation of the purchase not more than ten (10) business days after Purchaser gives its notice. Failure by the Purchaser to give such notice within the two business day time period referred to above shall be deemed an election by the Purchaser not to exercise its option to purchase with respect to the Purchaser Shares described in the Seller's notice. 5.12.2 If the Purchaser elects not to exercise its option to purchase the Purchaser Shares within the two business day time period referred to above, or if Purchaser elects to purchase the Purchaser Shares but such sale is not consummated by the Closing Date described in Purchaser's notice, then the Seller may sell such Purchaser Shares on the same terms and conditions as set forth in Seller's original notice (except that if such notice provided that such shares were to be sold in the open market, Seller shall not be bound to the purchase price set forth in Seller's original notice, as long as such shares are sold in the open market), at any time after the end expiration of the eighty fourth two business day time period referred to above (84thin the case of a non-exercise by Purchaser) complete calendar month to occur or after the Commencement Date and before the end passing of the one hundred twentieth Closing Date described in Purchaser's notice (120th) complete calendar month to occur after in the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer case where Purchaser has notified Seller of its intention to purchase the Premises ("Bona Fide Offer"Shares but such sale is not consummated by said Closing Date), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is acceptedsuch shares are not sold by Seller within sixty (60) days, the purchase and sale then they shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails become subject again to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. TenantPurchaser's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Section 5.12.1 above.

Right of First Refusal. IfIn the event the Owner Participant desires to sell, lease, convey or otherwise transfer some or all of its Beneficial Interest or cause the Owner Lessor to sell, lease, convey or otherwise transfer its Owner Lessor's Interest at any time within three years after the end expiration or termination of the eighty fourth Facility Lease (84th) complete calendar month other than pursuant to occur after the Commencement Date SECTION 13 and before the end 14 of the one hundred twentieth (120thFacility Lease) complete calendar month to occur after any Person other than an Affiliate of the Commencement DateOwner Participant, and while this Lease the Facility Lessee or an Affiliate thereof, the Facility Lessee shall have the right, unless such sale, lease, conveyance or transfer is in full force and effectconnection with the exercise of remedies upon a Lease Event of Default, Landlord should receive from a bona fideto purchase, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon lease or otherwise acquire such interest on the terms and conditions set forth in the Bona Fide Offerbid that the Owner Participant intends to accept. The Tenant Offer Owner Participant shall be accompanied by a copy give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire the Owner Lessor's Interest or Owner Participant's Beneficial Interest or any part of either during such three-year period following the expiration or termination of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery Facility Lease, and which offers it wishes to accept, together with a full and complete statement of the Tenant Offer price and all of the material terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of forty-five (45) days from and after the receipt by the Facility Lessee of such notice to Tenantnotify the Owner Participant of its intent to exercise its rights of first refusal. If the Tenant Offer is acceptedFacility Lessee elects to exercise the right provided in the preceding sentence, it shall within 60 days of such notice purchase, and the Owner Participant shall sell, the purchase and sale shall be closed at the principal office of Landlord Beneficial Interest on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, offer giving rise to such right. If the Premises shall again be subject Facility Lessee does not give such notice to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein).Owner

Right of First Refusal. If(a) Provided that no Lease Event of Default exists and no Lease Default has occurred and is continuing, if Lessor should at any time after during the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should Term receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer Lessor Property (the "Tenant Refusal Offer") from a third party and Lessor desires to sell said Premises accept such offer, Lessor shall deliver to Tenant at Lessee a written notice (the price "Acquisition Notice") setting forth the name of the prospective purchaser and upon the terms and conditions of such Refusal Offer. (b) Lessee shall have twenty (20) days from receipt of the Refusal Offer to elect to acquire the Lessor Property pursuant to the terms and conditions of such Refusal Offer (the "Right of First Refusal") by delivering written notice thereof to Lessor. Delivery of such written notice shall obligate Lessee to purchase the Lessor Property on the date which is sixty (60) days after receipt of the Refusal Offer (or any earlier date requested by Lessee and acceptable to Lessor) and on the terms and conditions set forth in the Bona Fide Refusal Offer. The Tenant Offer If Lessee elects (or is required under the Refusal Offer) to purchase the Lessor Property subject to the lien of the Mortgage, Lessee shall be accompanied by a copy obligated to comply with the applicable provisions of the Bona Fide OfferDebt Documents and in all events Lessee recognizes that the Right of First Refusal is subject to the terms of the Debt Documents and Head Lease. Tenant may accept In the Tenant Offer by service event Lessee shall not elect to exercise its Right of First Refusal, fails to timely deliver notice of acceptance on Landlord on or before within the thirtieth twenty (30th20) day following delivery period or a Lease Event of Default exists or Lease Default shall have occurred and be continuing at the date of exercise or at any time thereafter and prior to the conveyance of the Tenant Lessor Property, Lessee shall conclusively be deemed to have waived its Right of First Refusal as to the transaction described in the Refusal Offer in question and Lessor may thereupon proceed to Tenantsell the Lessor Property on the terms and conditions and to the party specified in the Refusal Offer in question. If the Tenant Offer is accepted, the purchase and sale The Right of First Refusal shall be closed at the principal office of Landlord on the date set forth applicable to any future sales, and this Lease shall remain in full force and effect. Modifications may be made in the Bona Fide offer outlined in the Refusal Offer or at such other placewithout the necessity of resubmitting the offer to Lessee; provided, time and date as Landlord and Tenant may agree upon, by payment of that the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offeris not reduced, the Premises shall again be subject to Tenant's right payment terms are not changed, and that the Closing Date is not extended for a period in excess of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof one hundred eighty (as it may be extended as provided herein)180) days.

Right of First Refusal. IfSubject to the rights of existing tenants in the Building as of the date of this Lease and shown on Exhibit K, in no event shall Landlord accept any offer to lease space that becomes available during the Term hereof for the following areas of the Building: (i) 5,501 rentable square feet located on the first (1st) floor of the Building; (ii) 5,237 rentable square feet located on the second (2nd) floor of the Building and (iii) 7,848 rentable square located on the first (1st) floor of the Building (the “Exagrid Space”) which is or will be leased by Landlord to Exagrid Systems, Inc. (“Exagrid”), provided however, that such rights to the Exagrid Space shall be expressly subject and subordinate to the terms and conditions of the Exagrid lease for the Exagrid Space until the expiration of the term of the Exagrid lease and/or any extension of the Exagrid lease, unless Landlord first affords Tenant an opportunity to lease such space in accordance with the provisions of this Section 12 of the Amendment and only after written notice to Tenant. Such notice shall contain a copy of the Bonafide offer (referred to hereinafter in this Section 12 as an “Offer”). An offer shall be considered “Bonafide” if it is submitted by a third party unrelated to Landlord, is signed by the offeree, and such offer contains the primary business terms (i.e. description of space and approximate rentable area, the commencement and expiration dates for the term, the rent amounts, and any landlord allowances or concessions) with respect to such space. An offer will be considered “Bonafide” notwithstanding the fact that it contemplates or is conditioned upon the future execution of a mutually acceptable form of lease agreement by Landlord and the offeree, and/or states that it is “non-binding”. Upon receipt of such notice from Landlord (“Landlord’s Notice”), and provided further that there does not then exist an Event of Default under this Lease, and provided further that the Tenant is then leasing and occupying all at least seventy-five (75%) percent of the Premises, then Tenant shall have a right to lease any such space on the terms set forth in the Offer, with the exception that (i) the rent to be paid by Tenant for such space the average rental rate set forth in the Offer reduced by the amount of reductions in allowance and other monetary concessions as provided in this sentence, (ii) any allowances or other monetary concessions shall be prorated and reduced in the event the term under the Offer is longer than the term for which Tenant leases such space, and (iii) the term for Tenant’s leasing of such space shall expire on the later of i) the date that this Lease terminates, and (ii) two (2) years after the commencement date of the term for such space as set forth in the Offer. In order to exercise such right of first refusal, Tenant must give written notice to Landlord to such effect within ten (10) business days after Tenant’s receipt of Landlord’s Notice. If such notice of election is not so timely given by Tenant, then Landlord shall be free for a period of one hundred eighty (180) days to lease the subject space, or portion thereof, to any third party on substantially the same terms and conditions contained in the Offer (including gross rent and other material economic terms which shall not be less than ninety five (95%) of the gross rent and other material economic terms contained in the Offer) at any time after the end expiration of said ten (10) day period. In the eighty fourth (84th) complete calendar month event Landlord does not lease such space pursuant to occur after the Commencement Date and before the end of the foregoing within such one hundred twentieth (120th) complete calendar month to occur after the Commencement Dateeighty day period, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails desires to consummate lease such space to a third party at any time during such one hundred eighty day (180) period at terms more favorable to a tenant than the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offerforegoing, the Premises then Tenant shall again be subject to Tenant's right of first refusal. Tenant's have a right of first refusal as to such space on such new terms, if any, pursuant to the above provisions, before Landlord leases or accepts an offer for such space. In the event that Tenant properly exercises its right of first refusal as to any space, then such space shall automatically be added to this Lease pursuant to the terms of this Section 12 of the Amendment, and Tenant hereby agrees that it shall execute a confirmatory amendment to this Lease to reflect the foregoing within ten (10) days of receipt of a proposed amendment from the Landlord, but the failure of the Tenant to so execute such confirmatory amendment shall not affect the validity or effectiveness of Tenant’s exercise of its right of first refusal for any such space or its addition to the Lease pursuant to the terms herein. Landlord shall be obligated to deliver possession of the space which Tenant elects to lease pursuant to this Section 12 in “broom clean” condition (and improved as provided in the Offer), free of all occupants and Tenant shall have no obligations with respect to such space until so delivered. Tenant expressly agrees and acknowledges that it has no other right of first refusal except for the right of first refusal set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Section 12.

Right of First Refusal. If(a) Subject to Section 4, at in the event that a Holder (the "PROPOSED TRANSFEROR") proposes to sell or otherwise transfer any time after Shares prior to the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Liquidity Date and before the end of the one hundred twentieth (120th) complete calendar month pursuant to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase from a third party (the Premises ("Bona Fide OfferPROPOSED TRANSFEREE"), and should Landlord desire to accept the Bona Fide Offer, it shall such Holder must first make a give each other Holder written offer notice (the "Tenant OfferHOLDERS' NOTICE") of the number of Shares to sell said Premises be transferred, the price, terms and conditions of the proposed sale, including the identity of the Proposed Transferee, and a copy of any written proposal, term sheet, letter of intent or other agreement relating to Tenant at the proposed sale. (b) Each such other Holder will have thirty (30) days from the date of the Holders' Notice to agree to purchase all of such Holder's Pro Rata Share of such Shares, for the price and upon the terms and conditions specified in the Holders' Notice, by giving written notice to such Proposed Transferor stating therein the number of such Shares to be purchased. If any Holder fails to agree to purchase its full Pro Rata Share within such thirty (30) day period, the Proposed Transferor will give the Holders who did so agree (the "ELECTING HOLDERS") notice (a "SUBSEQUENT HOLDERS' NOTICE") of the number of Shares which were not subscribed for. The Electing Holders will have fifteen (15) days from the date of a Subsequent Holders' Notice to agree to purchase their respective Pro Rata Share of all of the Shares not subscribed for by such other Holders. The Proposed Transferor will repeat this process by providing further Subsequent Holders' Notices to the Electing Holders at the end of each such fifteen day period until all the Shares have been subscribed for or no Holders desire to purchase any remaining Shares. For purposes of any election under this Section 2 pursuant to a Subsequent Holder's Notice, Shares held by Holders other than Electing Holders will be excluded for the purpose of calculating an Electing Holder's Pro Rata Share. In the event any Holder or Holders timely elect to acquire all of the Shares proposed to be sold by the Proposed Transferor as specified in the Holders' Notice, settlement thereof will be made within thirty (30) days after the date on which the last such Holder notifies the Proposed Transferor of such election. To the extent that the terms of payment set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy Holders' Notice consist of property other than cash against delivery, the Electing Holders must pay for such Shares the cash equivalent of the Bona Fide Offer. Tenant may accept fair market value of such property. (c) Subject to the Tenant Offer by service provisions of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is acceptedSection 3, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of event the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails Holders fail to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's exercise this right of first refusal as set forth to purchase all but not less than all of the Shares stated in the Holders' Notice within the thirty (30) day period plus the additional periods specified above (collectively, the "NOTICE PERIOD"), the Proposed Transferor will have ninety (90) days thereafter to sell all but not less than all of the Shares stated in the Holders' Notice at the price and upon terms and conditions no more favorable to the purchasers of such Shares than specified in the Holders' Notice, provided that each such Proposed Transferee executes and becomes a Holder under this Agreement and agrees to hold the Shares subject to all the terms and conditions of this Agreement. In the event the Proposed Transferor has not sold all the Shares within such ninety (90) day period, the Proposed Transferor may not thereafter sell any Shares without first offering such Shares to the Holders in the manner provided in this Article XXI shall be Section 2. (d) The Proposed Transferor may, in its sole discretion, agree to accept an offer from a continuing right and shall survive each sale Holder or Holders pursuant to Section 2(b) to purchase only a portion of the Premises during Shares specified in the term hereof (as it may be extended as provided herein)Holders' Notice, for the price and upon the terms and conditions specified in the Holders' Notice, and sell the remaining unpurchased Shares to the Proposed Transferee at the price and upon terms and conditions no more favorable to the Proposed Transferee of such Shares than specified in the Holders' Notice.

Right of First Refusal. If(a) Before Participant may sell or otherwise dispose of any Restricted Shares, at any time after with respect to which the end Restrictions have been removed, Participant must give Chaparral notice (followed promptly by written notice which may be by electronic mail) of the eighty fourth intent to sell or otherwise dispose of such shares, including the number of shares Participant proposes to so sell or otherwise transfer (84ththe “Subject Shares”). Within three (3) complete calendar month business day of receipt of such notice, Chaparral shall have the right, but not the obligation, to occur after elect to purchase from Participant, and Participant (or Participant’s legal representative or guardian, or the Commencement Date and before executor of Participant’s estate, as applicable) shall have the end obligation to sell, all or a portion of the one hundred twentieth Subject Shares to Chaparral or its assignee in accordance with this Section 6. (120thb) complete calendar month to occur after The purchase price for the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer Subject Shares shall be accompanied by a copy the Fair Market Value of such Restricted Shares determined as of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of date Participant gives notice of acceptance on Landlord on or before the thirtieth to Chaparral pursuant to Section 6(a). (30thc) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment Payment of the purchase price against conveyance shall be made, at the option of Chaparral or its assignee(s), in cash in the form of a check payable to Participant or wire transfer of immediately available funds to an account designated by Participant as soon as practicable after Chaparral elects to purchase the Subject Shares. (d) If all of the Premises free and clear of liens and encumbrances of every kind and description except Subject Shares are not purchased by Chaparral and/or its assignee(s) as permitted by provided in this Section 6, then Participant may sell such Subject Shares to a transferee other than Chaparral or its assignee, provided that such sale is consummated within 120 days after the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale date of the Premises to the bona fide prospective purchaser making the Bona Fide Offer notice referenced in Section 6(a), and that any such sale is effected in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale any applicable securities laws. If all of the Premises on exactly the same terms Subject Shares described in such notice are not transferred within such period, a new notice shall be given to Chaparral, and conditions as are set forth in the Bona Fide Offer, the Premises Chaparral and/or its assignees shall again be subject to Tenant's right of first refusal. Tenant's offered the right of first refusal as set forth before any Restricted Shares held by Participant may be sold or otherwise transferred. (e) Upon and following the occurrence of the earlier of an initial public offering of the Common Stock or the listing of the Common Stock on a U.S. national securities exchange registered with the SEC (whether in connection with an initial public offering of the Common Stock or otherwise), Chaparral’s rights to purchase any Restricted Shares pursuant to this Article XXI Section 6 shall be a continuing right of no force and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)effect.

Right of First Refusal. If, In the event that at any time after ▇▇▇▇▇▇ shall elect to convey, sell, or transfer (hereinafter “Transfer”) Tract 2, or any portion thereof (Tract 2 and any portion thereof being herein referred to as an “Offered Tract”), Wal-Mart shall have a right of first refusal to purchase all of ▇▇▇▇▇▇’▇ interest in such Offered Tract in accordance with the end procedures hereinafter set forth. Prior to ▇▇▇▇▇▇ entering into a purchase agreement or any other agreement whereby ▇▇▇▇▇▇ would effectuate a Transfer (a “Proposed Purchase Agreement”) for any Offered Tract, ▇▇▇▇▇▇ shall submit a complete copy of the eighty fourth Proposed Purchase Agreement to Wal-Mart. Wal-Mart shall have sixty (84th60) complete calendar month to occur after days (“Option Period”) from the Commencement Date and before the end date of Wal-Mart’s receipt of the one hundred twentieth Proposed Purchase Agreement in which to notify ▇▇▇▇▇▇ of Wal Mart’s election, in Wal-Mart’s sole discretion, to (120thi) complete calendar month to occur after purchase all of ▇▇▇▇▇▇’▇ interest in the Commencement DateOffered Tract substantially in accordance with the terms and conditions of the Proposed Purchase Agreement, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to or (ii) not purchase the Premises Offered Tract. In the event Wal-Mart elects ("Bona Fide Offer")ii) above, and should Landlord desire or fails to accept notify ▇▇▇▇▇▇ of Wal-Mart’s election under (i) or (ii) above prior to the Bona Fide Offerexpiration of the Option Period, it ▇▇▇▇▇▇ shall first make a written offer (have the "Tenant Offer") right to sell said Premises to Tenant at the price and Offered Tract upon the terms and conditions set forth in the Bona Fide OfferProposed Purchase Agreement to the purchaser designated therein, provided in the event ▇▇▇▇▇▇ fails to consummate said sale within one hundred eighty (180) days after Wal-Mart’s election under (ii) above, or deemed election not to purchase the Offered Tract (the “Permitted Sale Period”), then Wal-Mart’s right of first refusal shall continue to apply in full force and effect with respect to any future proposed or pending Transfer of the Offered Tract. The Tenant Offer Upon the consummation of the Proposed Purchase Agreement between ▇▇▇▇▇▇ and the prospective purchaser (or its assigns or designees) within the Permitted Sale Period, Wal-Mart’s right of first refusal shall terminate as to such Offered Tract. Notwithstanding the foregoing, in the event a Transfer is a deemed Transfer based on a lease of an Offered Tract for a term greater than ten (10) years as set forth below, Wal-Mart’s right of first refusal shall not terminate, but shall continue on the terms and conditions set forth herein regarding any future Transfer of the Offered Tract, or portion thereof. In the event Wal-Mart shall elect to purchase the Offered Tract under (i) above, then subject to the provisions of this Section, Wal-Mart shall consummate the purchase of the Offered Tract substantially in accordance with the terms of the Proposed Purchase Agreement, and ▇▇▇▇▇▇ shall convey the Offered Tract to Wal-Mart or Wal-Mart’s designee in the manner set forth in the Proposed Purchase Agreement, provided (a) in no event shall Wal-Mart be required to close in less than ninety (90) days, and (b) Wal-Mart shall have a due diligence period of no less than sixty (60) days, following execution of an agreement of purchase and sale regarding an Offered Tract. Notwithstanding any terms or conditions to the contrary herein, any proposed lease of Tract 2 for a term, including option terms, equal to or greater than an aggregate total of ten (10) years shall be accompanied by deemed a copy Transfer of Tract 2 and subject to the right of first refusal of Wal-Mart herein, provided the purchase price shall be the fair market value of the Bona Fide Offer. Tenant may accept Offered Tract, as reasonably determined by Wal-Mart and ▇▇▇▇▇▇, and the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery terms and conditions of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the agreement of purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted reasonably agreed upon by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance parties consistent with the terms thereof; providedand conditions in the previous sentence. Notwithstanding the immediately preceding sentence, howeverany sale-leaseback transaction involving Tract 2, irrespective of form, that if Landlord fails is not part of a Permitted Transfer, as defined below, and which complies with the requirements for recognition as a capital lease or financing lease under Generally Accepted Accounting Principles, shall not trigger Wal-Mart’s first refusal rights hereunder; provided that in such event, such first refusal rights shall not be impaired and shall continue notwithstanding such sale- leaseback transaction as to consummate the sale a Transfer of the Premises on exactly the same terms and conditions as are set forth leasehold interest of ▇▇▇▇▇▇ to any party which is not an Affiliate of ▇▇▇▇▇▇. Any attempted Transfer of Tract 2 in the Bona Fide Offer, the Premises shall again be subject to Tenant's right violation of first refusal. Tenant's right of first refusal as set forth in this Article XXI Section 10 shall be a continuing right and void. The term “Affiliate as used herein shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)mean any entity which is directly or indirectly controlled by ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Oil Corporation.

Right of First Refusal. If, at any time after Upon the end Closing of the eighty fourth Offering, for a period of twenty-four (84th24) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive months from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is acceptedsuch Closing, the purchase Company grants each of Maxim and sale shall be closed at J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC (“JG”) the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal (the “Right of First Refusal”) to act as set forth in lead managing underwriter and book-runner and/or placement agent or the co-lead manager and co-book runner and/or co-lead placement agent with at least 100% of the economics for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, any Subsidiary, or any successor to the Company (each, a “Subject Transaction”), at each of Maxim’s and JG’s sole and exclusive discretion, on terms and conditions customary to each of Maxim and JG for such Subject Transactions. In the event that both Maxim and JG exercise their respective Right of First Refusal as to the same public equity offering, the economic participation between Maxim and JG for this Article XXI Right of First Refusal on such future public equity offering shall be 50% to Maxim and 50% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a continuing Subject Transaction without the express written consent of Maxim and JG. The Company shall notify Maxim and JG of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to Maxim. If Maxim fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then Maxim shall have no further claim or right with respect to the Subject Transaction. If JG fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then JG shall have no further claim or right with respect to the Subject Transaction. Each of Maxim and JG may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by Maxim or JG shall survive each sale not adversely affect its Right of the Premises First Refusal with respect to any other Subject Transaction during the term hereof twenty four (as it may be extended as provided herein)24) month period agreed to above.

Right of First Refusal. If, In the event that at any time after during the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement DateLease Term, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser Lessor receives a bona fide written offer from a third party unaffiliated with Lessor for the lease to purchase such party of space on the second floor of the Building other than the Leased Premises (the "Bona Fide OfferOFFER Space"), and should Landlord desire which offer Lessor intends to accept on the Bona Fide Offerterms set forth in such offer (or which Lessor has accepted expressly subject to Lessee's rights under this Paragraph 3), it Lessor shall first make a give written offer notice (the "Tenant OfferOFFER NOTICE") to sell said Premises Lessee, together with a copy of such written offer received by Lessor. Provided that (i) no Event of Default then exists and (ii) the named Lessee is then occupying the entire Leased Premises, Lessee shall have the right to Tenant at lease the price space identified in the Offer Notice for a term commencing on the date on which Lessor delivers possession thereof to Lessee, and upon ending on the last day of the Lease Term, and otherwise on the terms and conditions set forth in the Bona Fide OfferOffer Notice, by giving written notice of exercise ("LESSEE'S EXERCISE NOTICE") to Lessor within ten (10) days after Lessor gives the Offer Notice to Lessee. The Tenant Offer If Lessee exercises its right under this Paragraph 3 to lease such space, then such space shall be accompanied by a copy become subject to all of the Bona Fide Offer. Tenant may accept terms of this Lease except that to the Tenant Offer by service of notice of acceptance on Landlord on or before extent to which the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date terms set forth in the Bona Fide Offer or at such other place, time Notice (including Base Rent and date as Landlord and Tenant may agree upon, by payment concessions) are inconsistent with any of the purchase price against conveyance terms of this Lease, the terms set forth in the Offer Notice shall apply to such space; provided, however, that in all events the Lease Term with respect to the Offer Space shall be co-terminus with the Lease Term with respect to the remainder of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by Leased Premises. In the Tenant Offer. If Tenant event that Lessee, for any reason whatsoever, fails or refuses to fully and timely accept give Lessee's Exercise Notice within such 10-day period, Lessee shall be deemed to have waived its rights under this Paragraph 3 with respect to the Tenant Offer as herein provided, Landlord may make Space for the bona fide sale remainder of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofLease Term; provided, however, that if Landlord fails has not, within seven (7) months after Landlord gave the Offer Notice to consummate Lessee, entered into one or more leases covering such Offer Space on terms not substantially more favorable to the sale of lessee thereunder than the Premises on exactly the same terms and conditions as are set forth in the Bona Fide OfferOffer Notice, Lessor shall be required to re-commence the Premises process described in this Paragraph 3 prior to entering into any lease of the Offer Space (or such unleased portion thereof) to a third party. In the event that the Offer Space does not include the entire remainder of the second floor, Lessee's rights under this Section shall again apply separately with respect to each portion of the second floor, but Lessee shall have only one opportunity to exercise the right herein granted with respect to any specific portion of such space on the second floor of the Building. Any space which is subjected to the terms of this Lease pursuant to this Paragraph 3 shall be delivered broom clean but otherwise in its "as is" condition except as otherwise set forth herein. Effective upon the date on which Lessor delivers possession to Lessee of any space which is subjected to the terms of this Lease pursuant to this Paragraph 3, such space shall be deemed to be part of the Leased Premises, subject to Tenant's right all of first refusal. Tenant's right of first refusal as the terms, provisions and conditions set forth in this Article XXI Lease (except as otherwise provided above in this Paragraph 3), and Lessee's Proportionate Share shall be a continuing right and shall survive appropriately modified. Notwithstanding the foregoing, each sale party to this Lease shall, upon request of the Premises during other party, execute an amendment to this Lease setting forth the term hereof (rentable area of the Offer Space, the date on which it becomes subject to this Lease, the Base Rent to be paid therefor, and Lessee's Proportionate Share as it may be extended as provided herein)adjusted to reflect the addition of the Offer Space.

Right of First Refusal. If22.1 Landlord hereby grants Tenant, at any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon on the terms and conditions set forth in below, an exclusive and irrevocable right of first refusal (the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy “Right of First Refusal”) throughout the Term of the Bona Fide Offer. Tenant may accept Lease (the Tenant Offer by service of notice of acceptance on Landlord on “ROFR Period”), to purchase all or before the thirtieth (30th) day following delivery any part of the Tenant Offer Premises. 22.2 If at any time during the ROFR Period, Landlord receives a bona fide offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer all or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance any portion of the Premises free and clear (an “Offer”), Landlord will not accept such Offer or enter into any such transaction unless Landlord first notifies Tenant of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. Upon receipt of such Offer, Landlord shall promptly and in good-faith fully communicate to Tenant the terms and provisions of such Offer. 22.3 Tenant will have a period of twenty-five (25) business days from the date Tenant receives notification of the Offer from Landlord in which to notify Landlord in writing of Tenant’s agreement to purchase the Premises upon the terms and conditions of such Offer. 22.4 If Tenant fails accepts the Offer, Tenant will be bound to fully and timely accept purchase the Tenant Offer as herein providedPremises, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, of the Offer. 22.5 In the event that if Landlord Tenant fails to consummate exercise the sale Right of First Refusal in the manner prescribed above, Landlord shall be free to accept the Offer on the terms and conditions set forth herein. 22.6 The Right of First Refusal may not be assigned apart from this Lease, and is conditioned upon Tenant not being in default at either the time of its exercise of the Right of First Refusal or the time of closing of the transaction. 22.7 Any purchase of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale conditioned upon the following: (1) compliance by the Landlord with the New York State Environmental Quality Review Act, (2) approval of the Premises Offer and the transactions contemplated thereby by the Board of Education of the Landlord, and (3) expiration of the required period during which a public referendum as to this transaction can be compelled and/or approval of the term hereof (as it transaction in any such referendum that may be extended as provided herein)required.

Right of First Refusal. If(a) At least five business days before making any sale or other disposition of Option Shares, at any time after Holder will give Issuer a notice (the end "Disposition Notice") advising Issuer of the eighty fourth (84th) complete calendar month number and type of Option Shares proposed to occur after be disposed of and the Commencement Date and before the end proposed purchase price therefor, and, if Holder then intends to tender such Shares into a tender or exchange offer by a Person other than Holder or any subsidiary or affiliate of the one hundred twentieth (120th) complete calendar month to occur after the Commencement DateHolder, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written advising Issuer of such specific offer to purchase such Shares, the Premises ("Bona Fide Offer")price to be paid thereunder and the identity of the offeror. For purposes hereof, and should Landlord desire a tender or exchange offer to accept the Bona Fide Offer, it shall first make a written purchase Issuer Common Stock will be deemed to be an offer (the "Tenant Offer") to sell said Premises to Tenant at the price specified therein, without regard to any provisions thereof with respect to proration or conditions to the offeror's obligation to purchase. Issuer will have the right, exercisable by written notice given by Issuer to Holder within five business days after receipt of the Disposition Notice, but in no event later than 24 hours before the earlier of the proration date or the date on which withdrawal rights expire for any such offer, to purchase (or to cause its designee or designees to purchase) all, but not less than all, of the Option Shares specified in such Disposition Notice for cash at the price set forth therein. If the purchase price specified in the Disposition Notice includes any property other than cash, such purchase price will be deemed to be the amount of any cash included in the purchase price plus the value (as determined by a nationally recognized investment banking firm mutually selected by the parties whose fees will be borne equally by Issuer and upon Holder) of such other property included in such price; provided that the terms time during which Issuer must exercise its right of first refusal and conditions consummate the purchase of the Issuer Common Stock will not be affected by the time required to make such determination. (b) If Issuer exercises its right of first refusal hereunder, the closing of the purchase of the Option Shares with respect to which such right has been exercised will take place within two business days after Issuer gives notice of such exercise, but no later than 6 hours before the earlier of the proration date or the date on which withdrawal rights expire for any such offer. Delivery of payment and certificates at such closing will be substantially as set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofSection 3 above; provided, however, that if Landlord fails the determination of value of any noncash consideration has not yet been made, as to consummate the sale that portion of the Premises on exactly purchase price Issuer will pay an amount equal to such value as estimated by the same terms investment banking firm at closing, with an adjusting payment to be made by the appropriate party when the final determination has been made. If Issuer does not exercise its right of first refusal hereunder within the time specified and conditions as are set forth in pay to Holder the Bona Fide Offer, amount due for the Premises shall again be Option "shares subject to Tenant's such right of first refusal. Tenant's right of first refusal as set forth , Holder will at all times thereafter be free to sell the Option Share specified in this Article XXI shall be a continuing right and shall survive each sale of such Disposition Notice to the Premises during offeror, if any, identified therein or to any other party, at the term hereof (as it may be extended as provided herein)price specified therein or at any price in excess thereof.

Right of First Refusal. If, at During the term of this Agreement: (a) In the event that IVM or any time after the end shareholder or owner of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser IVM has received a bona fide written offer which it is willing to purchase the Premises accept to assign, sell, transfer of otherwise dispose of (any such transaction a "Bona Fide OfferTransfer"), and should Landlord desire directly or indirectly, all or any portion of its interest in IVM or the assets of IVM, as the case may be (a "Transferred Interest"), to accept the Bona Fide Offerany person or entity, it shall first make then IVM will deliver a written offer notice (the a "Tenant OfferTransfer Notice") to IVS stating its intent to sell said Premises to Tenant at the Transferred Interest. The Transfer Notice will: (i) specify the purchase price for the Transferred Interest, (ii) identify the proposed purchaser of the Transferred Interest, (iii) specify the date scheduled for the Transfer (which date will not be less than 90 days following the date the Transfer Notice is delivered) and upon (iv) contain a statement that the offer has been accepted pending compliance with the right of first refusal herein. The Transfer Notice will have attached thereto a copy of the written offer containing all of the terms and conditions on which the Transferred Interest is to be sold. (b) IVS will have the option to purchase all or any portion of the Transferred Interest on terms and conditions substantially the same in all material respects, and at the same price, set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy written offer delivered pursuant to paragraph (a) above; provided that (i) to the extent that purchase consideration consists of securities of the Bona Fide Offer. Tenant proposed purchaser, IVS may accept substitute cash or its own securities having an equal fair market value, (ii) to the Tenant Offer extent the purchase consideration includes any other non-cash assets, IVS may substitute cash or similar non-cash assets having an equal fair market value, and (iii) IVS shall not be required to satisfy any non-financial requirements which would be impracticable for IVS to satisfy. (c) IVS will notify IVM of its intention to exercise or not to exercise its purchase rights hereunder within 30 days following receipt by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery it of the Tenant Offer Transfer Notice. In the event IVS elects to Tenant. If purchase the Tenant Offer is acceptedTransferred Interest, IVS will use reasonable efforts to consummate the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment closing of the purchase price against conveyance of the Premises free Transferred Interest as soon as practicable and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale in any event within 90 days following receipt of the Premises Transfer Notice (subject to extension to the bona fide prospective purchaser making extent necessary to obtain any required regulatory or third-party approvals). In the Bona Fide Offer in accordance with event IVS does not elect to purchase the terms thereof; providedTransferred Interest, howeverIVM will be free, that if Landlord fails at any time within 90 days following the date IVS elects not to exercise its purchase rights hereunder (or its purchase rights expire unexercised) to consummate the sale of the Premises on exactly Transferred Interest to the same purchaser at a price and upon terms and conditions as are set forth no more favorable to the purchaser than those specified in the Bona Fide Offer, the Premises shall again be subject to TenantTransfer Notice. The purchaser will assume IVM's right of first refusal. Tenant's right of first refusal as set forth in obligations under this Article XXI shall be a continuing right and shall survive each sale Agreement. (d) Any determination of the Premises during fair market value of any securities or other non-cash assets pursuant to paragraphs (b)(i) or (b(ii) above (a "Fair Market Value Determination") will be made (i) by mutual agreement of IVS and IVM or (ii) if no such agreement is reached within 15 days following the term hereof delivery of the applicable Transfer Notice, as follows: (as it A) IVS and IVM will select a mutually acceptable appraisal firm familiar with assets of the type being evaluated (the "Appraiser") to make the applicable determination(s), (B) the parties will cooperate in providing the Appraiser with such information that may be reasonably requested by the Appraiser for purposes of its evaluation hereunder, (C) the Appraiser will deliver a written certificate to each of IVS and IVM presenting its determination(s), (D) the Appraiser's determination of a Fair Market Value Determination will be final and binding on the parties, and such determination will not be appealable to or reviewable by any court or arbitrator, (E) the period of time provided in paragraph (c) for IVS to notify IVM of its intention to exercise or not to exercise its purchase rights hereunder will be extended as provided herein)until 15 days following the date that the Appraiser has completed all Fair Market Value Determinations applicable to any Transfer Notice, and (F) each of IVS and IVM will bear 50% of the cost of the Appraiser.

Right of First Refusal. If, at Shares of Common Stock that you acquire upon exercise of your option are subject to any time after the end right of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth refusal that may be described in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth Company’s bylaws in the Bona Fide Offer or effect at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails Company elects to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofexercise its right; provided, however, that if Landlord fails to consummate there is no right of first refusal described in the sale Company’s bylaws at such time, the right of first refusal described below will apply. The Company’s right of first refusal will expire on the first date upon which any security of the Premises Company is listed (or approved for listing) upon notice of issuance on exactly a national securities exchange or quotation system (the same “Listing Date”). (a) Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock acquired upon exercise of your option, or any interest in such shares, unless such Transfer is made in compliance with the following provisions: (i) Before there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of Common Stock to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail) to the Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary transfer, gift, donation or pledge, the holder will state that no purchase price is being proposed), and the other terms and conditions of the proposed Transfer. The date such notice is mailed will be hereinafter referred to as the “Notice Date” and the record holder of the Offered Shares will be hereinafter referred to as the “Offeror.” If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding Common Stock which is subject to the provisions of your option, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares of Common Stock acquired upon exercise of your option will be immediately subject to the Company’s Right of First Refusal (as defined below) with the same force and effect as the shares subject to the Right of First Refusal immediately before such event. (ii) For a period of 30 calendar days after the Notice Date, or such longer period as may be required to avoid the classification of your option as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in Section 11(a)(iii) (the Company’s “Right of First Refusal”). In the event that the proposed Transfer is one involving no payment of a purchase price, the purchase price will be deemed to be the Fair Market Value of the Offered Shares as determined in good faith by the Board in its discretion. The Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right of First Refusal to the Offeror prior to the end of said 30 days (including any extension required to avoid classification of the option as a liability for financial accounting purposes). (iii) The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the Bona Fide Offernotice required under Section 11(a)(i)), or the Fair Market Value as determined by the Board in the event no purchase price is involved. To the extent consideration other than cash is offered by the proposed transferee, the Premises shall Company will not be required to pay any additional amounts to the Offeror other than the cash price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right of First Refusal will be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company will acquire full right, title and interest to all of the Offered Shares. (iv) If, and only if, the option given pursuant to Section 11(a)(ii) is not exercised, the Transfer proposed in the notice given pursuant to Section 11(a)(i) may take place; provided, however, that such Transfer must, in all respects, be exactly as proposed in said notice except that such Transfer may not take place either before the 10th calendar day after the expiration of the 30 day option exercise period or after the 90th calendar day after the expiration of the 30 day option exercise period, and if such Transfer has not taken place prior to said 90th day, such Transfer may not take place without once again complying with this Section 11(a). The option exercise periods in this Section 11(a)(iv) will be adjusted to include any extension required to avoid the classification of your option as a liability for financial accounting purposes. (b) As used in this Section 11, the term “Transfer” means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of Common Stock or any legal or equitable interest therein; provided, however, that the term Transfer does not include a transfer of such shares or interests by will or intestacy to your Immediate Family (as defined below). In such case, the transferee or other recipient will receive and hold the shares of Common Stock so transferred subject to Tenant's right the provisions of first refusalthis Section, and there will be no further transfer of such shares except in accordance with the terms of this Section 11. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during As used herein, the term hereof (as it may be extended as provided herein)“Immediate Family” will mean your spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of you or your spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of you or your spouse.

Right of First Refusal. If, If at any time after during the end term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser Agreement Franchisee receives a bona fide written offer to purchase the Premises ("Bona Fide Offer")Franchised Business, and should Landlord desire which offer Franchisee is willing to accept the Bona Fide Offeraccept, it shall first make a Franchisee must give Franchisor written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon notice of the terms of the offer and conditions the name of the offeror. Franchisor may elect to purchase the Franchised Business on the same terms as contained in the offer within sixty (60) business days after Franchisor’s receipt of the offer, except that in place of any non-cash consideration described in such offer, Franchisor may pay the fair market value thereof in cash. If Franchisor fails to give written notice of election or declines election within the sixty (60) business days, Franchisee may sell to the offeror on the terms offered, subject to the provisions relating to transferability as set forth in on this Section 5, provided that such sale must be consummated within ninety (90) calendar days after the Bona Fide Offer. The Tenant Offer expiration of such sixty (60) business day period; otherwise the restrictions of this Section 5.6 shall be accompanied renewed and any sale or transfer by a copy franchisee of its interest in this Agreement, whether to such offeror or other individual or entity, shall again be subject to the Bona Fide Offerrestrictions of this Section 5.6. Tenant may accept In the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer event Franchisor elects to Tenant. If the Tenant Offer is acceptedpurchase, the purchase and sale shall must be closed at the principal office of Landlord on completed within ninety (90) calendar days from the date set forth in of Franchisor’s notice of election to purchase. For purposes of this Section 5.6, the Bona Fide Offer or at term “fair market value” of any non-cash consideration shall mean the fair market value of such other place, time property as determined by agreement of Franchisee and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofFranchisor; provided, however, that if Landlord fails the parties are unable to consummate the sale reach such agreement within sixty (60) business days after Franchisor’s receipt of the Premises on exactly offer, then the same terms and conditions as fair market value of such property will be determined by one appraiser chosen by the parties, who will determine the value of such property. In the event that the parties are set forth in the Bona Fide Offerunable to agree upon such an appraiser, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale parties agree that the Woodland Hills, California, United States office of the Premises during American Arbitration Association (“AAA”) will be employed to chose an appraiser and such person will determine the term hereof (as it may be extended as provided herein)fair market value for these purposes. In the event the appraisal process is utilized, the party whose valuation of such property less closely approximated the value pursuant to the above-described appraisal process, measured by dollar amounts and not percentages, will pay all costs of the appraisal process. Any delay caused by such appraisal process or the parties’ disagreement over the fair market value of any non-cash property will extend the period in which Franchisor is to act under this Section 5.6 by that number of calendar days equal to the period of the delay.

Right of First Refusal. If, at At any time after the end Prohibited Transfer Period, if any Member decides to Transfer all or any part of its Membership Interest or Economic Interest (the eighty fourth (84th"Offered Interest") complete calendar month pursuant to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer, that Member shall give written notice to the Company and to all other Members (the "Eligible Members"), setting forth in full the terms of such Bona Fide Offer and should Landlord desire the identity of the offeror(s). The Company shall then have the right and option, for a period ending thirty (30) calendar days following its receipt of the written notice, to accept elect to purchase all or any part of the Offered Interest at the purchase price and upon the terms specified in the Bona Fide Offer, it and the Eligible Members (pro rata in accordance with the ratio of their Economic Interests) shall first make then have the right and option, for a written offer period of twenty (20) days thereafter, to elect to purchase all or any part of the "Tenant Offer") Offered Interest not elected to sell said Premises to Tenant be purchased by the Company at the purchase price and upon the terms and conditions set forth specified in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy If all Eligible Members do not elect to purchase the entire balance of the Bona Fide Offer. Tenant may accept Offered Interest, then the Tenant Offer by service Eligible Members electing to purchase shall have the right and option, for a period of notice ten (10) days thereafter and pro rata in accordance with the ratio of acceptance on Landlord on or before their Economic Interests, to elect to purchase the thirtieth (30th) day following delivery balance of the Tenant Offer Offered Interest available for purchase. Notwithstanding the foregoing, however, if the Company and/or the Eligible Members do not elect to Tenantpurchase all of the Offered Interest subject to the right of first refusal pursuant to this Section 7.3, the Member desiring to Transfer may Transfer all of the Offered Interest to the original proposed transferee upon the terms set forth in the written notice provided to the Company, whereupon the original proposed transferee shall take and hold the Offered Interest subject to this Agreement and to all of the obligations and restrictions upon the Member from whom such Offered Interest was acquired and shall observe and comply with this Agreement and with all such obligations and restrictions. Any such Transfer of the Offered Interest to the original proposed transferee must be effected within ninety (90) calendar days after the date of the termination of the right of first refusal options provided above. If no such Transfer is effected within such ninety (90) calendar day period, then any subsequent proposed Transfer of all or any part of the Tenant Offer is acceptedMembership Interest or Economic Interest of the Member desiring to Transfer shall once again be subject to the provisions of this Section 7.3. For these purposes, if any consideration offered for the purchase and sale shall be closed at the principal office of Landlord on the date set forth Offered Interest in the Bona Fide Offer consists of rights, interests or at such property other placethan money or an obligation to pay money, time and date the Managers shall, in good faith, determine the Fair Market Value of that consideration in monetary terms as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making date the Bona Fide Offer was received by the Member desiring to Transfer. The Fair Market Value of that consideration in accordance with monetary terms, as so determined, shall be included in the terms thereof; providedpurchase price payable by the Company and/or the purchasing Members hereunder, howeverbut, that if Landlord fails in order to consummate exercise their rights of first refusal granted above, neither the sale of Company nor the Premises on exactly purchasing Members need transfer to the same terms and conditions as are set forth Member desiring to Transfer the actual rights, interests or property offered in the Bona Fide Offer nor afford the Member desiring to Transfer the same tax treatment which would have been available to it under the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein).

Right of First Refusal. If(i) In the event that, at any time after prior to the end Termination Date, Holdings decides to sell all or any portion of the eighty fourth Farm Parcel (84th) complete calendar month to occur after the Commencement Date and before the end such then applicable all or portion of the one hundred twentieth Farm Parcel being the “ROFR Parcel”), Seller will have the right of first refusal (120th“ROFR”) complete calendar month to occur after acquire such ROFR Parcel in accordance with the Commencement Dateterms and conditions of this Section 16. In the event that Holdings receives an offer from an offeree (“Offeree”) (which, for purposes of this ROFR, such offer must be in the form of purchase and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer sale agreement duly executed by said Offeree) to purchase the Premises ROFR Parcel that Holdings, but for the ROFR, would otherwise accept without modification or amendment thereto ("Bona Fide “Offer"”), Holdings shall not accept such Offer or otherwise consummate the purchase and should Landlord desire sale under such Offer unless Holdings first delivers to Seller a written notice (“ROFR Notice”), which ROFR Notice must set forth and otherwise contain (a) a certification by Holdings that Holdings is ready, willing and able to, and otherwise, but for the ROFR, would, accept the Bona Fide Offer, it shall first make all without modification or amendment thereto and (b) a written offer true, correct and complete copy of the Offer. (ii) Seller will, for a thirty (30) day period commencing upon receipt of the ROFR Notice (the "Tenant Offer") “ROFR Review Period”), have the sole and exclusive right to sell said Premises to Tenant at purchase the price and upon ROFR Parcel on the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy In the event Seller desires to accept the Offer, Seller will deliver written notice to Holdings, prior to expiration of the Bona Fide ROFR Review Period, of its election to exercise the Offer. Tenant may accept , whereupon (a) Holdings will be bound to sell the Tenant ROFR Parcel to Seller, and Seller will be bound to buy the ROFR Parcel from Holdings, all in accordance with and subject to the terms and conditions of the Offer by service of notice of acceptance on Landlord on or before the thirtieth and (30thb) day following within five (5) business days after Seller’s delivery of the Tenant ROFR Acceptance Notice, Seller and Holdings will each duly execute and deliver the same purchase and sale agreement of which the Offer was based on, as modified for the sole purpose of reflecting Seller as the “Holdings” under such Offer. (iii) In the event that Seller, upon receipt of an ROFR Notice, either (a) delivers written notice to Tenant. If Holdings during the Tenant ROFR Review Period of its rejection of the Offer, or (b) fails to deliver written notice to Holdings during the ROFR Review Period of its acceptance of the Offer is accepted(the earlier of the events described in subsections (a) and (b) herein being the “ROFR Rejection Date”), Seller’s ROFR shall conclusively be deemed waived, but only with respect to the purchase and sale of the ROFR Parcel as disclosed in the Offer that was the basis for the then applicable ROFR Notice, and Holdings shall be closed at free, for a period of one hundred eighty (180) days from the principal office ROFR Rejection Date, to complete the sale to the Offeree in accordance with such Offer, and the Offeree, upon consummation of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment closing of the purchase price against conveyance and sale of the Premises ROFR Parcel in accordance with such Offer, shall acquire the ROFR Parcel free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as Seller’s ROFR set forth in this Article XXI Section 16 (which ROFR shall be a continuing right extinguished, null, void, and shall survive each of no further force or effect upon consummation of the closing of the purchase and sale of the Premises during ROFR Parcel in accordance with such Offer, but only as to such ROFR Parcel which was the term hereof basis of such Offer). If, however, either (A) Holdings does not complete the purchase and sale of the ROFR Parcel to Offeree in accordance with such Offer within one hundred eighty (180) days from the ROFR Rejection Date, or (B) Holdings agrees to any amendment or modification to such Offer resulting in terms and conditions being more favorable to Offeree, then the ROFR provided for in this Section 16 shall once again apply, and Holdings will not complete the purchase and sale of the ROFR Parcel to Offeree without first giving a new ROFR Notice to Seller in compliance with the terms of this Section 16. Furthermore, and notwithstanding anything contained in this Section 16 to the contrary, in the event that any Offer is only for a portion of the ROFR Parcel, this ROFR shall continue to apply to all other portions of the Farm Parcel that was not part of such Offer. (iv) The ROFR, and all rights of the Seller set forth in this Section 16, shall automatically terminate and be of no further force or effect upon the first to occur of (i) Seller, following the date it becomes the owner of the 10 Acre Parcel as it may be extended as provided hereindescribed above, thereafter no longer owning the 10 Acre Parcel (whether by voluntary conveyance, foreclosure or otherwise); or (2) thirty (30) years after the Effective Date.

Right of First Refusal. IfSo long as Tenant is not in default beyond the expiration of applicable notice and cure periods, at any time after in the end of the eighty fourth (84th) complete calendar month event Landlord has received and intends to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser accept a bona fide written third party offer (“Offer”) to purchase enter into a lease for any vacant space that becomes available on the Premises 4th and/or 5th floors of the Building ("Bona Fide Offer"“First Refusal Space”), and should Landlord desire Tenant shall have a right of first refusal to accept lease the Bona Fide Offer, it shall first make a written offer (First Refusal Space on the "Tenant Offer") to sell said Premises to Tenant at the price and upon the same terms and conditions set forth in the Bona Fide Offer. The Tenant Offer , except that the term thereof shall be accompanied by a copy co-terminus with that of this Lease. Tenant shall have ten (10) days from receipt of Landlord’s written notice of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office advise Landlord in writing of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment ▇▇▇▇▇▇’s exercise of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's its right of first refusal. Tenant's Such notice shall include the terms of the Offer but need not including the name of the third party. In the event Tenant fails to so exercise said right in the manner and time as heretofore provided, ▇▇▇▇▇▇’s right of first refusal as set forth in shall thereafter be null and void and of no further force or effect , and Landlord shall have the right to lease the portion of the First Refusal Space which is subject to the Offer to any third party. In the event of such exercise, Landlord shall prepare an amendment of this Article XXI Lease reflecting the terms of such exercise within thirty (30) days after ▇▇▇▇▇▇’s written notice exercising said option. Said right shall be a continuing subject and junior to the following rights to lease the First Refusal Space: American Intercontinental University has an on-going right of first refusal on all space in Corridors I and shall survive each sale II and Revenue Cycle Solutions has an on-going right of first refusal on the Premises during the term hereof (as it may be extended as provided herein).5th floor in Corridors I.

Right of First Refusal. IfSectoin 17.01. As long as Lessee is Lessee under this Lease and provided Lessee is not in default hereunder, if at any time after the end execution of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Datethis Lease, and while this Lease is in full force and effect, Landlord should Lessor shall receive from a bona fide, arm's-length purchaser a bona fide written offer which it is willing to purchase accept to sell or transfer legal title to the Leased Premises (or any interest therein) to any person (other than an affiliate, shareholder, partner, joint venturer, spouse or lineal descendant of Lessor or any trust for their benefit), Lessor shall, within fifteen (15) days after Lessor's receipt of the acceptable offer, notify Lessee of the terms of such offer ("Bona Fide OfferLessor's Offer Notice"), . Lessor's Offer Notice shall include the name of the offeror and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offered consideration and other terms of such offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by together with a copy of the Bona Fide Offeroffer) and Lessee, within ten (10) days after receipt of Lessor's Offer Notice, shall have the right to purchase the interest to be sold or transferred on all the other terms and conditions stated in Lessor's Offer Notice. Tenant may accept the Tenant Offer by service Failure of notice of acceptance on Landlord on or before the thirtieth Lessee to exercise such right within said ten (30th10) day following delivery period shall be deemed a waiver of such right. Upon notice from Lessee of its decision not to exercise such right or upon waiver of the Tenant Offer to Tenant. If the Tenant Offer is acceptedsame, the purchase and sale Lessor shall be closed at free to consummate the principal office of Landlord on the date set forth in the Bona Fide Offer sale or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer transfer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in Lessor's Offer Notice. In the Bona Fide Offerevent such sale or transfer is not consummated within six (6) months after the date of the delivery of Lessor's Offer Notice, the Premises right granted to Lessee in this Article XVII shall again be reinstated, and any such subsequent sale or transfer shall be subject to Tenantthis right. Any sale or transfer contemplated by this Article XVII shall be subject to the provisions of this Lease including, without limitation, the rights of Lessee contained herein. Upon Lessee's right exercise of first refusal. Tenant's its right of first refusal as set forth in this Article XXI hereunder, Lessee may assign such rights to any other person or entity without the consent of Lessor or any trust for their benefit, but any assignment shall be a continuing not relieve Lessee of its obligations hereunder or thereunder. The right and of first refusal herein granted to Lessee shall survive each sale not apply to any transfer by Lessor of the Leased Premises during to any affiliate, shareholder, partner, joint venturer, spouse or lineal descendant of Lessor or any trust for their benefit or to any transfer by gift, will or the term hereof (as it may be extended as provided herein)laws of descent and distribution.

Right of First Refusal. If, (a) If at any time after during the end Term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should shall receive from a bona fide, arm's-length purchaser a bona fide written offer from a third person for the purchase of Landlord’s right, title and interest in and to the Leased Premises, which offer Landlord shall desire to accept, Landlord shall promptly convey to Tenant the terms of such offer, Tenant shall have an irrevocable, ongoing right of first refusal and may, within fifteen (15) Business Days thereafter, TIME BEING OF THE ESSENCE, elect to purchase Landlord’s right, title and interest in and to the Leased Premises ("Bona Fide Offer"), and should from Landlord desire to accept on the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the same terms and conditions as those set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofoffer; provided, however, that (i) if Landlord fails the terms of such offer relate to consummate Landlord’s right, title and interest in and to the sale Leased Premises and other property of Landlord, Tenant’s right to purchase shall be limited to Landlord’s right, title and interest in and to the Leased Premises only and, accordingly, the purchase price shall be prorated equitably to reflect that it only relates to Landlord’s right, title and interest in and to the Leased Premises, (ii) Tenant shall close its purchase within sixty (60) days of the date of its notice to Landlord electing to purchase Landlord’s right, title and interest in and to the Leased Premises, (iii) the Purchase Procedure shall apply to the conveyance of Landlord’s right, title and interest in and to the Leased Premises on exactly the same terms to Tenant herein and conditions as are set forth in the Bona Fide Offer, the Premises (iv) Tenant shall again be subject to Tenant's have no right of first refusalrefusal pursuant to this Paragraph 32 during any period that any Material Event of Default has occurred and is continuing. If Tenant shall not accept such offer within the time herein specified therefor, said right of first refusal shall cease to exist with respect to the offer in question and any other subsequent third party offer which offer price is at least ninety-eight percent (98%) of the offer previously submitted to Tenant and which new offer is submitted within twelve (12) months and closed within eighteen (18) months after Tenant's ’s rejection of the previously submitted offer, but this Lease shall continue otherwise on all the other terms, covenants and conditions in this Lease set forth. The right of first refusal as set forth in this Article XXI Paragraph 32 shall be a continuing right and reinstated with respect to any subsequent offer that is not described in the foregoing sentence. (b) Notwithstanding anything to the contrary herein, the provisions of this Paragraph 32 shall survive each not apply to (i) any sale or conveyance of the Leased Premises during in foreclosure sale (or similar proceeding) of a bona-fide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such a mortgage or deed of trust, or (ii) or any transfer, sale or other disposition of the term hereof (Leased Premises to SunTrust Banks, Inc. or any Affiliate thereof. Notwithstanding anything to the contrary contained this Lease, so long as it may be extended as provided herein)this Lease is in effect, Landlord shall not sell, assign, or otherwise transfer or convey its interest in this Lease to a Competitor of Tenant.

Right of First Refusal. If, If at any time after during the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises Term ("Bona Fide OfferROFR Period"), and should Landlord desire determines to accept offer the Bona Fide OfferPremises for sale, it then Landlord shall first make a written offer (the "Tenant Offer") to sell said the Premises to Tenant at the price rate and upon the terms and conditions proposed by Landlord and pursuant to the purchase and sale agreement form forwarded therewith ("Proposed Agreement"). Tenant shall have fifteen (15) days following service of Landlord's written offer of the ROFR on Tenant to accept or reject such offer by serving Landlord with written notice of Tenant's decision. If Tenant rejects the ROFR offer, proposes to vary any of the terms and conditions of Landlord's ROFR offer by means of counter-offer or otherwise, or fails to accept or reject the ROFR offer within such fifteen (15)-day period, then such failure, proposal to vary terms or rejection shall be deemed an irrevocable rejection of Landlord's offer and the ROFR shall expire and be of no further force or effect, Landlord shall thereafter have the right to sell the Premises to any third party pursuant to the terms and conditions set forth in the Bona Fide ROFR offer, or on any other terms and conditions, without any obligation to offer same to Tenant, except as specifically provided below. In the event Tenant rejects the ROFR offer, and thereafter Landlord desires to enter into an agreement to sell the Premises for a purchase price which is ten percent (10%) or more favorable with respect to the purchase price to the proposed buyer than the ROFR offer ("Amended ROFR Offer"), Landlord shall not enter into such agreement without first offering the Amended ROFR offer to Tenant upon the more favorable terms and conditions. For example, if the ROFR offer is to sell the Premises to Tenant for $4,000,000, and Tenant does not accept the ROFR offer, and thereafter Landlord desires to sell the Premises to a third party for $3,500,000, Landlord shall first be required to offer the Premises to Tenant for $3,500,000 since such amount is more than 10% less than the original ROFR offer. In such event, Tenant shall have ten (10) days to accept or reject the Amended ROFR offer by serving Landlord written notice of Tenant's decision. The Tenant Offer shall be accompanied by a copy terms and provisions contained herein concerning Tenant's acceptance or rejection of the Bona Fide Offerinitial ROFR offer, or Landlord's failure to offer same to Tenant as required herein, shall also apply to the Amended ROFR offer. If Tenant may accept accepts in writing the Tenant Offer by service of notice of ROFR offer (or, if applicable, the Amended ROFR offer) as provided above, then within fifteen (15) days after Tenant's acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is acceptedROFR offer, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of shall execute the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Proposed Agreement.

Right of First Refusal. IfFor a period of thirty (30) calendar days after receipt of a Disposition Notice by the Company to the Offerees (the “Offer Period”), at the Offerees shall have the right (the “Right of First Refusal”), exercisable by each Offeree through the delivery of an Acceptance Notice as provided in this Section 4.2, to purchase in aggregate all, but not less than all, of its pro-rata portion (with any time after the end re- allotment as provided below) of the eighty fourth Offered Shares at a purchase price equal to the Offer Price per Share and upon the other terms and conditions set forth in the Disposition Notice. Each Offeree shall have the right to purchase a number of Offered Shares (84thsuch Offeree’s “First Refusal Allocation”) complete calendar month equal to occur after the Commencement Date total number of Offered Shares multiplied by a fraction, the numerator of which is the number of Shares held by such Offeree (on an as converted, fully-diluted basis) and before the end denominator of which is the total number of Shares held by all Offerees (on an as converted, fully-diluted basis) by following the rules specified below: (a) The Right of First Refusal of each Offeree under this Section 4.2 shall be exercisable by delivering written notice of exercise (an “Acceptance Notice”) within the Offer Period to the Disposing Shareholder, with a copy to each of the one hundred twentieth other Offerees. Each Acceptance Notice shall include a statement of the number of Shares held by such Offeree (120thon an as converted, fully-diluted basis) complete calendar month to occur after and its First Refusal Allocation. An Acceptance Notice shall be irrevocable and shall constitute a binding agreement by such Offeree (the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer “Electing Offeree”) to purchase the Premises relevant number of the Offered Shares determined in accordance with this Section 4.2. The failure of an Offeree to give an Acceptance Notice within the Offer Period shall be deemed to be a waiver of such Offeree’s Right of First Refusal. ("Bona Fide Offer")b) If any Offeree fails to exercise its Right of First Refusal pursuant to this Section 4.2, and should Landlord desire the Disposing Shareholder shall give notice of such failure (the “Re- allotment Notice”) to accept each other Electing Offeree. Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Electing Offerees shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was received to elect to increase the number of Offered Shares they agreed to purchase under Section 4.2(a) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (c) Except to the extent the Offerees elect to purchase the Offered Shares under Section 4.2, the Disposing Shareholder may Dispose of the Offered Shares to the Bona Fide Offer, it shall first make a written offer (Purchaser identified in the "Tenant Offer") to sell said Premises to Tenant at the price and upon Disposition Notice on the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofDisposition Notice; provided, however, that if Landlord fails to consummate the sale Disposition is made within three (3) months after the giving of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Disposition Notice.

Right of First Refusal. If, If at any time after the end Effective Date, LESSOR receives an offer or letter of intent from any person or entity that is in the business of owning, managing or operating communications facilities or is in the business of acquiring landlord interests in agreements relating to communications facilities, to purchase fee title, an easement, a lease, a license, or any other interest in the Premises or any portion thereof or to acquire any interest in this Agreement, or an option for any of the eighty fourth foregoing, LESSOR shall provide written notice to LESSEE of said offer (84th) complete calendar month to occur after “LESSOR’s Notice”). LESSOR’s Notice shall include the Commencement Date prospective buyer’s name, the purchase price being offered, any other consideration being offered, the other terms and before the end conditions of the one hundred twentieth (120th) complete calendar month to occur after offer, a description of the Commencement Dateportion of and interest in the Premises and/or this Agreement which will be conveyed in the proposed transaction, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a copy of any letters of intent or form agreements presented to LESSOR by the third party offeror. LESSEE shall have the right of first refusal to meet any bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon of sale or transfer on the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied of such offer or by effectuating a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenanttransaction with substantially equivalent financial terms. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant LESSEE fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the provide written notice to LESSOR that LESSEE intends to meet such bona fide sale offer within thirty (30) days after receipt of LESSOR’s Notice, LESSOR may proceed with the Premises to the bona fide prospective purchaser making the Bona Fide Offer proposed transaction in accordance with the terms thereof; providedand conditions of such third party offer, howeverin which event this Agreement shall continue in full force and effect and the right of first refusal described in this Paragraph shall survive any such conveyance to a third party. If LESSEE provides LESSOR with notice of LESSEE’s intention to meet the third party offer within thirty (30) days after receipt of LESSOR’s Notice, then if LESSOR’s Notice describes a transaction involving greater space than the Premises, LESSEE may elect to proceed with a transaction covering only the Premises and the purchase price shall be pro-rated on a square footage basis. Further, LESSOR acknowledges and agrees that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's LESSEE exercises this right of first refusal, LESSEE may require a reasonable period of time to conduct due diligence and effectuate the closing of a transaction on substantially equivalent financial terms of the third party offer. TenantLESSEE may elect to amend this Agreement to effectuate the proposed financial terms of the third party offer rather than acquiring fee simple title or an easement interest in the Premises. For purposes of this Paragraph, any transfer, bequest or devise of LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or intestate succession, or any conveyance to LESSOR’s family members by direct conveyance or by conveyance to a trust for the benefit of family members shall not be considered a sale for which LESSEE has any right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)refusal.

Right of First Refusal. If, at any time From and after the end date hereof and during the Term, Tenant shall have the right of first refusal and Landlord shall not sell, transfer or otherwise dispose of or convey all or part of Landlord’s interest in the eighty fourth (84th) complete calendar month Premises to occur after the Commencement Date any third party until and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, unless Landlord should receive from a bona fide, arm's-length purchaser shall have obtained a bona fide written offer to purchase therefor (the Premises ("Bona Fide “Offer"”), delivered written notice to Tenant, which notice shall contain the name of the offeror, the address of the offeror, all of the terms and should Landlord desire to accept conditions of the Bona Fide Offer, it shall first make a written offer (true and accurate copy of the "Tenant Offer") Offer and offered to sell said Premises sell, transfer or otherwise dispose of such interest to Tenant at the same price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is acceptedand, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein hereafter provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly upon the same terms and conditions as are set forth contained in the Bona Fide Offer and Tenant has not elected to exercise its right of first refusal provided herein. (a) If Tenant shall either deliver written notice of rejection of the Offer to Landlord or fail to deliver written notice of acceptance of the Offer within thirty (30) days after the date of receipt of Landlord’s notice, Landlord’s interest in the Premises may, during the one hundred eighty (180) days thereafter, be sold, transferred or otherwise disposed of to the original offeror at the same price and upon the same terms and conditions contained in the Offer as disclosed in writing to Tenant. (b) In the event Tenant rejects the Offer or fails to accept the Offer, the Premises shall again be subject to Tenant's this Lease and all of its terms and conditions (including this right of first refusal. Tenant's ) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the Premises shall be bound thereby. (c) Failure of Tenant to exercise this right of first refusal as set forth on one or more occasions shall not affect Tenant’s right to exercise it on any subsequent occasion. Any sale or transfer of the Premises, or any part thereof, other than in strict compliance with the terms of this Article XXI Section shall be null and void and of no effect as to Tenant, and Tenant shall be entitled to purchase the Premises from the purchaser upon the same terms and conditions and at the same price specified in the Offer, provided Tenant notifies Landlord of its election thirty (30) days after receipt of notice that complies with the requirements hereof. Payment of rental to such purchaser or otherwise treating such purchaser as Landlord shall not be deemed to be a continuing waiver of any right of first refusal or any other right or privilege of Tenant and shall survive each not create an estoppel with respect thereto. (d) Any sale or transfer of Landlord’s interest in the Premises, or any part thereof shall be expressly made subject to all of the terms, covenants and conditions of this Lease. In the event the Offer provides for the sale and purchase of Landlord’s interest in the Premises during and other property, Tenant shall only be required to purchase all the term Premises in the event it desires to exercise its right of first refusal hereunder. (e) In the event Tenant exercises its right of first refusal then, notwithstanding the terms of the Offer (i) Landlord shall convey title by warranty deed approved by Tenant and the title company; (ii) title to the Premises shall be free and clear of any liens and encumbrances except the lien for current taxes which are not delinquent at the time of closing and such other exceptions to title as existed on the date hereof and/or were approved by Tenant thereafter; and (iii) title to the Premises shall otherwise comply with the terms of this Lease as it may they pertain to condition of title. Upon such election by Tenant, Landlord and Tenant agree to act in good faith to consummate a purchase agreement for the property described in the Offer incorporating the express terms of the Offer and other customary terms and provisions for similar transactions of similar industrial property located in the same geographic area as the Premises. (f) The Right of First Refusal shall not apply to Landlord’s conveying the Premises to any corporation, limited liability company or partnership which shall be extended as provided herein)an affiliate, subsidiary, parent or successor of Landlord or its members. Upon such conveyance, Landlord shall thereafter be released from liability under this Lease, from and after the date of such conveyance, except for any environmental liabilities, which would survive any such conveyance by Landlord.

Right of First Refusal. IfPending negotiation and execution of the LEP Agreement, Seller will not at any time after assign, transfer, convey or otherwise dispose of any of its rights to LEP unless Seller has first (a) received from a Qualifying Offeror (as hereinafter defined) a BONA FIDE written offer for such rights, in form and substance such that acceptance thereof by signature of an officer of Seller would cause formation of a legally binding contract for such disposition (a "Qualifying Offer") and (b) complied in full with the end following provisions: (i) Seller will give written notice to Buyer of each Qualifying Offer, including a complete copy thereof, the identify of the eighty fourth (84th) complete calendar month to occur after the Commencement Date Qualifying Offeror, purchase price, rights and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, other assets involved and while this Lease is in full force all other terms and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer conditions thereof (the "Tenant Notice"). (ii) With respect to each Qualifying Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer , Buyer shall be accompanied by a copy have 21 days after receipt of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance Notice in which to elect to purchase such rights on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are those contained in the Qualifying Offer. (iii) If Buyer gives notice of its election to purchase such rights within such 21-day period, then Buyer and Seller will proceed to close the transfer of such rights on the terms set forth in the Bona Fide such Qualifying Offer. (iv) If Buyer gives notice of its election not to purchase such rights or fails to give any notice to Seller within such 21-day period, Buyer will be deemed to have waived its rights with regard to such Qualifying Offer, and Seller will have 60 days after the Premises end of such 21-day period in which to accept such Qualifying Offer and close the disposition contemplated therein on the terms set forth in such Qualifying Offer. If the disposition contemplated by such Qualifying Offer has not been closed by the end of such 60-day period, then Seller's right to do so shall lapse and terminate at the end of such 60-day period, such Qualifying Offer shall be deemed to have lapsed and all rights granted to Seller hereunder shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale all of the Premises during the term hereof (as it may be extended as provided herein)provisions hereof.

Right of First Refusal. If Lessor receives a bona fide offer to purchase the Premises, it will only sell its interest in the Premises, or a portion thereof, after such interest has first been offered to the Lessee in the manner provided in this Land Lease. If Lessor wishes to sell its interest in the Premises, or a portion thereof, pursuant to such bona fide offer Lessor shall give written notice to the Lessee, and Lessor will annex to this notice the written offer of the prospective purchaser, which written offer shall contain all of the material terms of the proposed sale. The Lessor will covenant and represent that to the best of Lessor’s knowledge such offer is valid and genuine, and true in all respects. Lessee will then have fifteen (15) business days after receipt of Lessor’s notice, with its accompanying papers, to notify Lessor of Lessee’s intention to exercise its option to purchase the Premises, or the portion offered for sale, at the same price and on the same terms as contained in the offer submitted by Lessor to Lessee. Within forty five (45) days after Lessee gives such notice of exercise, the parties shall enter into a written contract of sale with the usual covenants and conditions and setting forth the price and other terms as contained in the offer received by the Lessor and submitted to the Lessee. If, at any time after the end as part of the eighty fourth bona fide offer, Lessor also submits to Lessee a contract acceptable to Lessor which the offeror has executed or is prepared to execute, Lessee shall execute a contract in a form identical to the contract executed or to be executed by offeror. If this option to purchase the premises, or portion thereof, is not exercised by the Lessee within the prescribed time, Lessor will be free to sell its interest in the Premises to the person who made the original offer, under the terms and conditions and for the price stated in that original offer, under the terms and conditions and for the price stated in that original offer which had been submitted to the Lessee along with Lessor’s notice of intention to sell. If Lessor wishes to sell to such offeror on terms materially more beneficial to the offeror, Lessor shall be required to renotify Lessee of such changed terms pursuant to subparagraph (84thb) complete calendar month above and Lessee will be entitled to occur after exercise its right of first refusal as to such amended terms. This right of first refusal, and all rights and privileges resulting therefrom, are not assignable or transferable by the Commencement Date Lessee, either by operation of law, or voluntarily. These rights and before privileges are deemed to run personally to the end Lessee, and may not be pledged or hypothecated by it in any way. This right is to be only exercisable by the Lessee during the Term, and only providing that the Lessee is not in default of any of the one hundred twentieth (120th) complete calendar month terms, conditions, or covenants contained in this Land Lease. If Lessor notifies Lessee of a default, or breach by Lessee of any term, condition, or covenant contained in this Land Lease and Lessee fails to occur after cure such default or breach within any applicable grace period granted herein, then this right of first refusal will immediately terminate as of the Commencement Dateexpiration of any applicable grace period, regardless of any action Lessor takes or Lessor’s failure to act pursuant to Lessee’s option hereunder. Nothing contained in this Land Lease shall be deemed to limit Lessor’s right to transfer the Premises, or any portion thereof, or any interest therein to an affiliate provided that this right of first refusal shall continue to be a part of this lease. If Lessee elects not to purchase based on the bona fide offer and while Lessor sells the interest in Premises to the offeror then this right of first refusal shall terminate and Lessee shall not be entitled to any further rights under this Article as to any future sales of the Premises, but this Land Lease is shall otherwise continue in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer Time shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer essence with respect to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in Lessee’s obligations under this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Article.

Right of First Refusal. If(a) Whenever any party under this Agreement shall have a right of first refusal as to certain property, at any time after the end following procedures shall apply. If the owner of the eighty fourth property offering it for sale or lease (84th"Offering Party") complete calendar month to occur after shall within the Commencement Date and before the end term of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should Agreement receive from a bona fide, arm's-length purchaser a bona fide written third party offer to purchase or lease the Premises ("Bona Fide Offer")property which such Offering Party is willing to accept, and should Landlord desire to accept the Bona Fide Offer, it shall holder of the right of first make a written offer refusal (the "Tenant OfferHolder") shall have the following rights: (1) Offering Party shall give written notice (the "Notice") of such offer to sell said Premises to Tenant at Holder setting forth (i) the name and address of the prospective purchaser thereof, (ii) the purchase price and upon offered by the prospective purchaser, (iii) all other terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offersale, and (iv) all other information that may be required under this Agreement. Tenant may accept Holder shall have a period of forty-five (45) days after the Tenant Offer by service receipt of notice of acceptance such Notice (the "Election Period") within which to elect to purchase the property on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide OfferNotice. Such election shall be made by written notice given to the Offering Party within the Election Period. (2) If Holder makes the election to purchase the property, such purchase shall be made within ninety (90) days after such election shall have been made by Holder (or if the Premises Notice shall again be specify a later date for closing, such date) by performance of the terms and conditions of the Notice, including payment of the purchase price provided therein. (3) Should Holder fail to make any election within the Election Period, then the Offering Party shall have the right (subject to Tenant's right any other applicable restrictions in this Agreement) to go forward with the sale which the Offering Party desires to accept and to sell the property within one (l) year following the expiration of first refusal. Tenant's right of first refusal as the Election Period on terms and conditions which are not materially more favorable to the purchaser than those set forth in the Notice. If the sale is not consummated within such period, the Offering Party's right so to sell shall end, and all of the foregoing provisions of this Article XXI Section shall be a continuing right and shall survive each sale of the Premises during the term hereof (applied again to any future offer, all as it may be extended as provided herein)aforesaid.

Right of First Refusal. If, If at any time after during the end Term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect(but for purposes hereof, specifically excluding Renewal Terms, if any), Landlord should shall receive from a bona fide, arm's-length purchaser a bona fide written offer (a “Third Party Offer”) from a third party (other than a purchaser making a bid or offer to purchase the Premises ("Bona Fide Leased Property at any sale incidental to the exercise of any remedy provided for in any mortgage on the Leased Property) to purchase the Leased Property, containing terms and conditions satisfactory to Landlord, including, without limitation, a purchase price sufficient to repay all sums then secured by liens held by Landlord’s Lender against the Leased Property, then Landlord shall notify Tenant of such Third Party Offer"), including the identity of the offeror. If at the time no event of default has occurred hereunder and is continuing, and should Landlord desire provided that Tenant shall not have vacated the Leased Property or subleased the entirety thereof, then for a period of twenty (20) days after Tenant’s receipt of Landlord’s notice, Tenant shall have the exclusive right to accept Landlord’s offer to purchase Landlord’s interest in the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and Leased Property upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Third Party Offer. Tenant may accept shall exercise such right of first refusal, if at all, by delivering its written purchase offer to Landlord within said twenty (20) days after receipt of Landlord’s notice. Such purchase shall occur on the Tenant Offer by service next occurring Installment Payment Date that is at least twenty (20) days after Landlord’s receipt of notice such notice. On the date of acceptance on such purchase, Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer shall convey and assign to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth or its designee, Landlord’s interest in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by Leased Property upon payment of the purchase sale price against conveyance therefor, in accordance and upon compliance with the terms and conditions of the Premises free Third Party Offer, Landlord’s Lender shall be repaid in full all amounts secured by such Lender’s liens against the Leased Property, and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offerthis Lease shall terminate upon such conveyance. If Tenant fails to fully and timely accept the Tenant Offer as herein providedLandlord’s offer within such twenty (20) day period, then Landlord may make the bona fide sale of the Premises shall be free, subject to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are restrictions set forth in paragraph (i) of Article 21 hereof, to sell the Bona Fide Leased Property described in the Third Party Offer at a price not less than the purchase price contained in the Third Party Offer for a period of twelve (12) months thereafter without offering such Leased Property to Tenant. If Landlord does not convey its interest in such Leased Property within such twelve (12) month period or in the event of any material change in the terms of the Third Party Offer, Tenant’s rights pursuant to this paragraph shall be reinstated. The term “material change” as used in the Premises preceding sentence shall again be include a change of identity of a third party or its assignee, to a bank which is a substantial competitor in Tenant’s market. Any third party that purchases the Leased Property pursuant to this paragraph (b) of Article 16 shall take the Leased Property subject to Tenant's right the terms hereof, and such purchaser shall assume Landlord’s rights and obligations under the Lease thereafter accruing, and this Lease shall remain in full force and effect. Landlord shall cause any third party purchasing the Leased Property pursuant to this paragraph (b) of first refusal. Tenant's right Article 16 to execute and deliver to Tenant a document confirming such third party’s assumption of first refusal as set forth in Landlord’s rights and obligations under this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Lease thereafter accruing.

Right of First Refusal. If(a) In consideration for the Elk Creek Entities providing collateral and credit support as provided herein, until such time as the indebtedness and accrued interest under the PNC Credit Facilities have been paid in full, in the event that the ▇▇▇▇▇▇▇▇▇ Entities desire to sell or offer to sell or otherwise transfer or encumber any of the Subject Assets that comprise the Remaining Interest or any interest therein to any third party other than Elk Creek Entities (a “Proposed Purchaser”), the ▇▇▇▇▇▇▇▇▇ Entities shall first cause the Proposed Purchaser’s offer and all of the terms thereof to be reduced to writing, and shall promptly notify Elk Creek of the offer (the “Transfer Notice”). Notwithstanding anything herein, the obligations and rights of this Section 4 shall not apply (a) to any foreclosure or conveyance by any party in connection with the exercise of default remedies by the Agent or the other lenders pursuant to the terms of the PNC Financing, or (b) to transfers among ▇▇▇▇▇▇▇▇▇ Entities or their affiliates. The Transfer Notice shall constitute an irrevocable offer to sell the Subject Assets which are the subject of the Transfer Notice (the “Transferred Assets”) to Elk Creek on the basis described below, on the same terms and conditions of, the Transfer Notice, and at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transfer Notice. The Transfer Notice shall specify the proposed price, the description of the Subject Assets to be sold, the identity of the Proposed Purchaser, and any time other relevant information. (b) Elk Creek shall have a right of first refusal (the “Right of First Refusal”) to purchase the Transferred Assets, if Elk Creek gives written notice of the exercise of such right to the ▇▇▇▇▇▇▇▇▇ Entities within 30 days (the “Refusal Period”) from the receipt of the Transfer Notice. The purchase price for the Transferred Assets to be purchased by Elk Creek upon exercise of the Right of First Refusal will be the bona fide cash price (or the fair market value of any non-cash consideration as determined in good faith by the Board of Managers of Elk Creek’s general partner) for which the ▇▇▇▇▇▇▇▇▇ Entities propose to transfer such Transferred Assets to the Proposed Purchaser (subject to any rights Elk Creek may have under Section 2 of this Agreement or any other agreement to purchase all or some of such Transferred Assets at a lower price), and will be payable within 60 days after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end Refusal Period. Payment of the one hundred twentieth purchase price will be made in cash by wire transfer of immediately available funds to the relevant ▇▇▇▇▇▇▇▇▇ Entities designated in the Transfer Notice. (120thc) complete calendar month In the event that Elk Creek does not elect to occur after exercise its Right of First Refusal at any time during the Commencement DateRefusal Period, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer the ▇▇▇▇▇▇▇▇▇ Entities may sell the Transferred Assets to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon Proposed Purchaser on the terms and conditions set forth in the Bona Fide OfferTransfer Notice. The Tenant Offer Promptly after such sale, the ▇▇▇▇▇▇▇▇▇ Entities shall be accompanied by a copy notify Elk Creek of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery consummation thereof and shall furnish such evidence of the Tenant Offer to Tenantcompletion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by Elk Creek. If the Tenant Offer ▇▇▇▇▇▇▇▇▇ Entities’ sale to a Proposed Purchaser is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer not consummated in accordance with the terms thereof; providedof the Transfer Notice on or before ninety (90) calendar days after the receipt by Elk Creek of the Transfer Notice, however, that if Landlord fails to consummate the any sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again Transferred Assets may only be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale made after renewed compliance with all of the Premises during the term hereof (as it may be extended as provided herein)provisions of this Section 4.

Right of First Refusal. If(a) Except as otherwise provided in clause (e) of this Paragraph 35, at and provided an Event of Default does not then exist, prior to selling the Leased Premises to any time after Third Party Purchaser, if Landlord shall enter into a contract for the end sale of the eighty fourth Leased Premises with a Third Party Purchaser, (84thi) complete calendar month such contract shall be conditioned upon Tenant's failure to occur after the Commencement Date exercise its right under this Paragraph 35 and before the end (ii) Landlord shall give written notice to Tenant of the one hundred twentieth contract for sale, together with a copy of the executed offer or contract and the name and business address of the Third Party Purchaser. (120thb) complete calendar month For a period of thirty (30) days following receipt of such notice, Tenant shall have the right and option, exercisable by written notice to occur after the Commencement DateLandlord given within said thirty (30) day period, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to elect to purchase the Leased Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the purchase price and upon all the terms and conditions set forth in such contract for sale except that no contingencies contained in such contract for sale as to environmental assessments, engineering studies, inspection of the Bona Fide Offer. The Leased Premises, sale of other property, state of the title to or encumbrances on the Leased Premises which pertains to any exception of title created by, or suffered to exist by, Tenant, or any other condition or contingency to the Third Party Purchaser's obligation to purchase the Leased Premises which pertains to the condition of the Leased Premises, shall apply to Tenant's obligation to purchase the Leased Premises under this Paragraph 35, and Tenant Offer shall be accompanied by a copy obligated to purchase the Leased Premises without any such condition or contingency. (c) If at the expiration of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth aforesaid thirty (30th30) day following delivery period Tenant shall have failed to exercise the aforesaid option, Landlord may sell the Leased Premises to such Third Party Purchaser upon the terms set forth in such contract. For the purposes of the Tenant Offer to Tenant. If the Tenant Offer is acceptedParagraph 35(a), the purchase price in any contract to purchase the Leased Premises which is received by Landlord between June 1, 2007 and sale May 31, 2008 shall be closed at deemed to be "acceptable to Landlord" if such offer (i) is for an amount equal to or greater than the principal office greater of Landlord on (A) the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment sum of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer (1) Fair Market Value (which shall be determined in accordance with the terms thereof; providedprocedure set forth in Paragraph 29 of this Lease, howeverexcept that references to Tenant in Paragraphs 29(a) and (b) hereof shall mean Third Party Purchaser) and (2) the Prepayment Premium or (B) the sum of (1) the Acquisition Cost reduced by the principal payments made on the Note to the date of purchase and (2) the Prepayment Premium, (ii) provides that if Landlord fails to consummate the purchaser pays all costs in connection with such purchase, (iii) provides that such purchase price is payable in cash at the closing of the sale of the Leased Premises and (iv) the closing date for such purchase will occur not later than sixty (60) days following May 31, 2008. (d) Except as otherwise specifically provided in the foregoing Paragraph 35(a), the closing date for any purchase of the Leased Premises by Tenant pursuant to this Paragraph 35 shall be on exactly a date designated by Tenant, but not later than (i) ninety (90) days after the same date of Tenant's notice to Landlord of its intention to purchase the Leased Premises upon the terms of the contract for sale with a Third Party Purchaser or (ii) the closing date provided in such contract for sale. At such closing Landlord shall convey the Leased Premises to Tenant in accordance with, and conditions as are Tenant shall pay to Landlord the purchase price and other consideration set forth in the Bona Fide Offerin, the applicable offer or contract. (e) Tenant shall have the right during the Term to exercise the foregoing right of first refusal upon each proposed sale of the Leased Premises prior to May 31, 2008; provided, that if, following compliance with the procedure described in this Paragraph 35, a Third Party Purchaser does not purchase the Leased Premises, such event shall again be subject to not count as an exercise of Tenant's right of first refusal. Tenant's NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF TENANT FAILS TO EXERCISE THE RIGHT OF FIRST REFUSAL BY May 31, 2008, OR IF THIS LEASE TERMINATES OR THE TERM EXPIRES, SUCH RIGHT SHALL TERMINATE AND BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. (f) If Tenant does not exercise its right of first refusal to purchase the Leased Premises and the Leased Premises are transferred to a Third Party Purchaser, Tenant will attorn to any Third Party Purchaser as set forth Landlord so long as such Third Party Purchaser and Landlord notify Tenant in this Article XXI writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. (g) The provisions of Paragraph 35 (a) shall be a continuing right and shall survive each not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Landlord's interest in the Leased Premises, (ii) any sale of the Leased Premises during pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord's interest in the term hereof Leased Premises is now or hereafter subject, (as it may be extended as provided herein)iii) any transfer of Landlord's interest in the Leased Premises to a Lender, beneficiary under deed of trust or other holder of a security interest therein by deed in lieu of foreclosure, (iv) any transfer of the Leased Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Leased Premises to any affiliate of Landlord, Corporate Property Associates 12 Incorporated ("CPA 12") or Corporate Property Associates 14 Incorporated ("CPA 14") or to any entity for whom W.P. C▇▇▇▇ & Co., Inc., W.P. C▇▇▇▇ Incorporated or any of their affiliates provides material management or investment advice, (vi) any Person to whom CPA 12 or CPA 14 sell all or substantially all of their assets, (vii) any transfer of the Leased Premises to any of the successors or assigns of any of the Persons referred to in the foregoing clauses (i) through (vi) or (viii) any transfer, sale or conveyance of any part or all of the interests in Landlord between its members or to any affiliates of Landlord, CPA 12 or CPA 14.

Right of First Refusal. IfLandlord hereby grants to Tenant an ongoing right (the “Right of First Refusal”) to lease any premises located contiguous to the Premises (“ROFR Space”) on the same terms, at conditions and provisions as contained in the Lease, as modified and except as otherwise provided herein. (a) In the event Landlord receives a letter of intent to lease any time ROFR Space from a third party (the “Offer”), Landlord shall notify Tenant of such Offer. The Right of First Refusal shall be exercisable by Tenant only by written notice given by Tenant to Landlord not later than five (5) business days after Tenant receives the end Offer from Landlord. (b) Tenant may only exercise its Right of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement DateFirst Refusal, and while this an exercise thereof shall only be effective, if at the time of Tenant’s exercise, the Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer effect and no event of default by Tenant has occurred under the Lease which remains uncured after the giving of any applicable notice and the expiration of any applicable cure period. In addition to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions condition set forth in the Bona Fide Offer. The first sentence of this subparagraph (b), if Tenant Offer shall be accompanied by a copy is in default under the Lease (after the giving of any applicable notice and the expiration of any applicable cure period) within thirty (30) days prior to Tenant taking occupancy of the Bona Fide Offer. Tenant ROFR Space, then, at Landlord’s option, Tenant’s right to exercise its Right of First Refusal may accept the Tenant Offer be terminated and rendered null and void by service of written notice of acceptance on thereof from Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If (c) Upon the valid exercise by Tenant Offer is acceptedof its Right of First Refusal, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises shall enter into a written amendment to the bona fide prospective purchaser making Lease confirming the Bona Fide Offer terms, conditions and provisions applicable to the ROFR Space as determined in accordance with the terms thereof; providedprovisions of this Section, however, that if Landlord fails with such revisions to consummate the sale rent provisions of the Premises on exactly Lease as may be necessary to conform those provisions to the same terms and conditions as are set forth rental rate applicable to the ROFR Space. (d) The Right of First Refusal is not transferable by any assignment or subletting and, in the Bona Fide Offerevent of an assignment or subletting, the Premises shall again be subject to Tenant's right Right of first refusal. Tenant's right of first refusal as set forth in this Article XXI First Refusal shall be a continuing right null and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)void.

Right of First Refusal. If, If at any time after during the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement DateTerm, and while this Lease is in full force and effectas extended, Landlord should Lessor shall solicit or receive from a bona fide, arm's-length purchaser a bona fide written offer in writing ("Offer") from a third party to purchase the Premises, Lessee shall have a right of first refusal ("Right of First Refusal") to purchase the Premises ("Bona Fide upon the same terms and conditions as set forth in the Offer"). Lessor, and should Landlord desire to accept promptly following Lessor's receipt of the Bona Fide Offer, it Shall deliver written notice to Lessee specifying the terms and conditions contained in the Offer. Lessee shall first make a exercise its Right of First Refusal by providing Lessor with written offer notice of its exercise within twenty (20) business days after the "Tenant date of receipt of Lessor's notice regarding the Offer". If Lessee exercises its Right of First Refusal within the twenty (20) business-day period, Lessor and Lessee promptly shall execute an amendment to sell said Premises this Lease relating to Tenant at the price and upon Premises, which includes the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant Lessee fails to fully provide Lessor with its written notice of exercise within the twenty (20) business day period, then Lessee shall be deemed to have elected not to exercise its Right of First Refusal with respect to the particular Offer at issue. Notwithstanding the foregoing, if Lessor negotiates with the proposed purchaser terms materially more favorable then those offered to Lessee but rejected, Lessor shall be required to submit the more favorable terms to Lessee for its review. Lessee shall have seven (7) business days after receipt of the more favorable terms to accept or reject the Premises. If Lessee rejects the more favorable terms, Lessor shall be free to enter a purchase agreement with the proposed purchaser. Lessee's Right of First Refusal; shall be continuous during the Term of this Lease and timely accept the Tenant any extension thereof. Lessee's rejection of any particular Offer as herein provided, Landlord may make the bona fide sale shall not relieve Lessor of its obligation to again offer the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, Lessee at any time that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)subsequently becomes available.

Right of First Refusal. If, at any time (a) For a period of thirty (30) days (the “ROFR Exercise Period”) after the end date on which the Transfer Notice is deemed to have been delivered to Purchaser, Purchaser shall have the right to purchase all or any part of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon Offered Shares on the terms and conditions set forth in the Bona Fide OfferTransfer Notice (the “ROFR”) by delivering written notice to the Seller Representative stating Purchaser’s intent to exercise the ROFR and the number of Offered Shares it desires to purchase pursuant to the ROFR (the “ROFR Notice”). The Tenant Offer shall be accompanied by If Purchaser does not deliver a copy ROFR Notice within the ROFR Exercise Period as to all the Offered Shares, the Seller may Transfer the Offered Shares that Purchaser has not elected to purchase, during the thirty (30) day period after the expiration of the Bona Fide Offer. Tenant may accept ROFR Exercise Period, for the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase Offered Price per Share and sale shall be closed at the principal office of Landlord on the date other terms set forth in the Bona Fide Offer or Transfer Notice and not otherwise. Notwithstanding the foregoing, if the Transfer Notice states that the Seller plans to sell the Shares in a market transaction, then the Seller may sell the Shares in a market transaction at such other place, the prevailing market price at the time and date as Landlord and Tenant may agree upon, by payment of the sale during such thirty (30) day period. (b) In the event that Purchaser delivers written notice to the Seller Representative stating Purchaser’s intent to exercise the ROFR but refuses to complete the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except Offered Shares as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale a result of the Premises failure of any of the conditions set forth in Sections 4.8(b), (d) or (e) to be satisfied on or prior to the bona fide prospective purchaser making Offered Shares Settlement Date (as defined herein), the Bona Fide Offer in accordance with Seller may Transfer the Offered Shares that Purchaser has refused to purchase during the thirty (30) day period after the Offered Shares Settlement Date, for the Offered Price per Share and on the other terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide OfferTransfer Notice or, if the Premises shall again be subject relevant Transfer Notice states that the Seller plans to Tenant's right of first refusal. Tenant's right of first refusal as set forth sell the Shares in this Article XXI shall be a continuing right and shall survive each sale market transaction, then the Seller may sell the Shares in a market transaction at the prevailing market price at the time of the Premises sale during the term hereof such thirty (as it may be extended as provided herein)30) day period.

Right of First Refusal. If, at So long as the Tenant is not in default under any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth contained within the Lease, beyond any applicable notice and cure period, in the Bona Fide Offer. The Tenant Offer shall be accompanied by event Landlord enters into a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate contract for the sale of the Premises (the “Offer”) at any time during the Lease Term, or any extension thereof, Landlord hereby grants Tenant the right of first refusal to purchase the Premises on exactly the same terms and conditions specified in the Offer. (a) Within ten (10) days of the execution of the Offer, Landlord shall deliver a complete copy of the Offer to Tenant. Tenant shall have thirty (30) days to determine whether or not Tenant desires to exercise its right of first refusal on the Offer and shall provide written notice of such election within such thirty (30) day period (unless such thirty (30) day period ends on a non-business day, then such notice will be due on the next business day). Tenant’s failure to deliver timely notice shall be deemed as Tenant’s waiver of its right of first refusal to that Offer (but not any subsequent Offer). (b) In the event Tenant exercises its right of first refusal, Landlord and Tenant shall enter into a contract (the “Contract”) on the same terms and conditions as are set forth the Offer with all time periods extended in relation to the effective dates of the Offer and the Contract. All terms and conditions of the Lease shall continue until the Closing under the Contract. Should Landlord fail to perform its obligations under the Contract, Tenant shall have all rights and remedies provided in the Bona Fide Contract. Should Tenant fail to perform its obligations under the Contract, Landlord shall not only have the rights and remedies provided in the Contract, but shall be entitled to revive the Offer and sell the Premises to the Purchaser thereunder. (c) In the event that either the Offer is terminated or a material term in the Offer is changed, Tenant’s right of first refusal shall be reinstated as to any new offer and/or the modified Offer, respectively. However, should Landlord timely and properly close on the sale of the Premises shall again be subject to Tenant's a party who is not affiliated with Radiation Therapy Services or ▇▇▇▇▇▇▇ Enterprises (where (i) Tenant was in default, (ii) did not timely exercise its right of first refusal. , or (iii) the Contract was properly terminated) then Tenant's ’s right of first refusal as set forth in this Article XXI shall be a continuing right become null and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)void.

Right of First Refusal. If, If at any time after during the end Term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effectLease, Landlord should shall receive from a bona fide, arm's-length purchaser a bona fide written offer (a “Third Party Offer”) from a third party (other than a purchaser making a bid or offer to purchase the Premises ("Bona Fide Leased Property at any sale incidental to the exercise of any remedy provided for in any mortgage on the Leased Property) to purchase the Leased Property, containing terms and conditions satisfactory to Landlord, then Landlord shall notify Tenant of such Third Party Offer"), including the identity of the offeror. If at the time of Landlord’s receipt of the Third Party Offer no Event of Default has occurred hereunder and is continuing, and should Landlord desire provided that Tenant shall not have vacated the Leased Property or subleased the entirety thereof, then for a period of (i) sixty (60) days, if during the Initial Term, or (ii) thirty (30) days, if during a Renewal Term, after Tenant’s receipt of Landlord’s notice, Tenant shall have the exclusive right to accept Landlord’s offer to purchase Landlord’s interest in the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and Leased Property upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Third Party Offer. Tenant may accept the Tenant Offer shall exercise such right of first refusal, if at all, by service of notice of acceptance on delivering its written purchase offer to Landlord on within said sixty (60) or before the thirtieth thirty (30th30) day period, as the case may be, following delivery receipt of the Tenant Offer to TenantLandlord’s notice. If the Tenant Offer is accepted, the Such purchase and sale shall be closed at the principal office of Landlord occur on the date set forth that is at least forty-five (45) days after Landlord’s receipt of such notice. On the date of such purchase Landlord shall convey and assign to Tenant, or its designee, Landlord’s interest in the Bona Fide Offer Leased Property or at such other place, time and date as Landlord and Tenant may agree upon, by portion thereof against payment of the purchase sale price against conveyance therefor, in accordance and upon compliance with the terms and conditions of the Premises free Third Party Offer and clear of liens this Lease, and encumbrances of every kind and description except as permitted by Tenant’s obligation to pay Rent, shall terminate with respect to the Tenant OfferLeased Property conveyed to Tenant. If Tenant fails to fully and timely accept Landlord’s offer within such sixty (60) or thirty (30) day period, as the Tenant Offer as herein providedcase may be, then Landlord may make the bona fide sale of the Premises shall be free, subject to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are restrictions set forth in Paragraph (g) of Article 21 hereof, to sell the Bona Fide Leased Property described in the Third Party Offer at a price not less than the purchase price contained in the Third Party Offer for a period of nine (9) months thereafter without offering such Leased Property to Tenant. If Landlord does not convey its interest in such Leased Property within such nine (9) month period or in the event of any material change in the terms of the Third Party Offer, Tenant’s rights pursuant to this paragraph shall be reinstated. The term “material change” as used in the Premises preceding sentence shall again be include a change of identity of a third party or its assignee, to a bank which is a substantial competitor in Tenant’s market. Any third party that purchases the Leased Property pursuant to this Article 16 shall take the Leased Property subject to Tenant's right of first refusalthe terms hereof, and such purchaser shall assume Landlord’s rights and obligations under the Lease thereafter accruing, and this Lease shall remain in full force and effect. Tenant's right of first refusal as set forth in Landlord shall cause any third party purchasing the Leased Property pursuant to this Article XXI shall be 16 to execute and deliver to Tenant a continuing right document confirming such third party’s assumption of Landlord’s rights and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)obligations under this Lease thereafter accruing.

Right of First Refusal. If, at any time after the end (a) So long as no Event of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement DateDefault then exists, and while this Lease is in full force and effectsubject to the provisions of paragraph 30(g) below, Landlord should receive from Tenant shall have a bona fide, arm's-length purchaser a bona fide written offer right of first refusal to purchase the Premises or any Site ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer"as applicable) to sell said Premises to Tenant at the price and upon the terms and conditions set forth in this paragraph 30 and Landlord shall not sell the Bona Fide OfferPremises or any Site (as applicable) without first complying with either this paragraph 30 or paragraph 32. (b) During the Term, if Landlord receives a bona fide offer from a third party not an Affiliate of Landlord to sell the Premises or any Site (as applicable) which Landlord desires to accept, Landlord shall notify (“ROFR Notice”) Tenant in writing of such event. The date such notice is given is herein called the “ROFR Notice Date”. The ROFR Notice shall identify the name of such Person or group of Persons to which Landlord desires to sell, shall state that Landlord intends to sell the Premises or any Site (as applicable) to such Person or group of Persons and that they are not a Landlord Affiliate, for a specified price (“ROFR Notice Price”) and shall also state whether (and in what amount) any purchase money financing shall constitute a portion of the ROFR Notice Price. Tenant Offer shall have the right, at its option, to make an offer (“Tenant’s ROFR Offer”) to purchase the Premises or any Site (as applicable) in accordance with paragraph 29 for the ROFR Notice Price, which offer shall be accompanied either (1) an all cash offer (“Cash Offer”), if the ROFR Notice Price does not include purchase money financing or (2) an offer of cash plus purchase money financing in the amount specified in the ROFR Notice (“Cash Plus Offer”) if the ROFR Notice Price is comprised of cash and purchase money financing. (c) Tenant shall exercise its right of first refusal to purchase the Premises or any Site (as applicable), if at all, by a copy of the Bona Fide Offer. Tenant may accept the Tenant delivering in writing Tenant’s ROFR Offer by service of notice of acceptance on to Landlord on or before the thirtieth (30th) day date which is 30 calendar days following delivery of the Tenant Offer to TenantROFR Notice Date. If the Tenant makes such Tenant’s ROFR Offer is acceptedwithin such 30 day period, the purchase and sale Landlord shall be closed at the principal office of Landlord on the date set forth in the Bona Fide then accept Tenant’s ROFR Offer or at such other placewithin 10 Business Days, time and date as Landlord and Tenant may agree upon, by payment of the shall close a purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except or any Site (as permitted by applicable) on an all-cash basis at the Tenant ROFR Notice Price sixty (60) calendar days after the date on which Landlord accepts Tenant’s ROFR Offer. , in accordance with paragraph 29 above. (d) If Tenant fails does not timely exercise its right of first refusal with respect to fully and timely accept any ROFR Notice, Landlord shall have one (1) year to sell the Tenant Premises or any Site (as applicable) to the Person or group of Persons identified in the ROFR Notice for a price which cannot be less than 95% of the ROFR Notice Price but which shall be consistent with the structure described in the ROFR Notice (for example, if a Cash Offer as herein providedis described in the ROFR Notice, Landlord may make the bona fide sale of not sell the Premises or any Site (as applicable) to such Person or group of Persons pursuant to this subparagraph if the bona fide prospective purchaser making price therefor would have constituted a Cash Plus Offer). In the Bona Fide Offer event of a sale to such Person or group of Persons in accordance with the requirements of this paragraph 30, upon the closing of such purchase, Tenant’s right of first refusal pursuant to this paragraph 30 shall become null and void and Tenant, at Landlord’s request, shall promptly execute and deliver to Landlord an instrument releasing and quitclaiming any and all interest Tenant would otherwise have under this paragraph 30 to the purchaser of the Premises or any Site (as applicable). If no closing of such purchase occurs within such one (1) year, Tenant’s right of first refusal set forth in this paragraph 30 shall be reinstated. Should Landlord desire to enter into a purchase agreement having an all-cash purchase price for the Premises or any Site (as applicable) that is less than 95% of the ROFR Notice Price with the Person or group of Persons identified in the ROFR Notice, then prior to entering into such agreement (or such agreement may be entered into so long as it remains subject to Tenant’s rights hereunder) Landlord shall first permit Tenant to match on an all cash basis the third party offer by submitting such price to Tenant in writing (“Landlord’s Reoffer Notice”). Within 10 calendar days of receipt of Landlord’s Reoffer Notice, Tenant shall affirmatively accept or reject the right to match such offer. If Tenant exercises its right to accept the terms thereofof such Landlord’s Reoffer Notice, such purchase shall proceed in the manner provided in paragraph 29. If Tenant rejects the terms of such Landlord’s Reoffer Notice, Landlord shall be free to proceed with selling the Premises or any Site (as applicable) to such Person pursuant to the terms and conditions of its offer. (e) If an Event of Default under this Lease has occurred or is continuing at the time of the closing date for the sale to Tenant under this paragraph 30, Landlord may, at Landlord’s option, terminate Tenant’s right and obligation to purchase the Premises or any Site (as applicable) pursuant to this paragraph 30; provided, however, that if Tenant may remedy such Event of Default as follows: (1) with respect to a monetary Event of Default, Tenant pays all sums then due and payable to cure said Event of Default and (2) with respect to a non-monetary Event of Default, Tenant indemnifies Landlord fails against any and all losses or claims arising as a result of such non-monetary Event of Default. Tenant’s failure to consummate close the sale purchase of the Premises or any Site (as applicable) on exactly the same terms and conditions as are set forth in the Bona Fide Offer, closing date shall be an immediate Event of Default under this Lease. (f) Landlord shall not accept any unsolicited offers to sell the Premises shall again be subject to or any Site (as applicable) without first complying with the provisions of this paragraph 30, if still applicable. (g) Tenant's right of first refusal. Tenant's ’s right of first refusal as set forth in pursuant to this Article XXI paragraph 30 shall be a continuing right and shall survive each sale not apply to: (1) acquisition of the Premises during the term hereof or any Site (as it may be extended applicable), or any portion thereof, by a third party in a condemnation proceeding or a conveyance in lieu of condemnation, or (2) any conveyance resulting from the foreclosure of a Mortgage or other instrument encumbering the Premises or any Site (as provided hereinapplicable), or any deed (or transfer or other form of conveyance or assignment) given or made in lieu of such foreclosure.

Right of First Refusal. If, If Franchisee or its owners at any time after determine to sell or to transfer for consideration the end franchise, the assets of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date▇▇▇▇▇ or any ownership interest in Franchisee, and while this Lease is in full force and effect, Landlord should receive from Franchisee or its owners must obtain a bona fide, arm's-length purchaser a bona fide executed written offer from a responsible and fully disclosed purchaser and must submit an exact copy of the offer to Franchisor. Franchisor has the right, exercisable by written notice delivered to Franchisee or its owners within thirty days from the date of delivery of an exact copy of the offer to Franchisor to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept ▇▇▇▇▇ or the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at ownership interest in Franchisee for the price and upon on terms contained in the offer, provided that Franchisor may substitute cash for any form of payment proposed in the offer and has a minimum of sixty days to prepare for closing. If Franchisor does not exercise its right of first refusal, Franchisee or its owners may complete the sale to purchaser pursuant to and on the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept offer, in accordance with this Agreement, provided, that if the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following sale to purchaser is not completed within one hundred and eighty days after delivery of the Tenant Offer offer to Tenant. If the Tenant Offer Franchisor, or, if there is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth a material change in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment terms of the purchase price against conveyance of sale, Franchisor again has the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale If, upon expiration of the Premises initial term of the franchise: Franchisee has, during the term hereof (as it of this Agreement, substantially complied with all its provisions; and Either Franchisee maintains possession of and agrees to refurbish and decorate the premises of the ▇▇▇▇▇, replace fixtures, equipment, signs, and otherwise modify the ▇▇▇▇▇ in compliance with specifications and standards then applicable under new franchises for ▇▇▇▇▇; or Franchisee is unable to maintain possession of the premises, or in the judgment of Franchisor the ▇▇▇▇▇ should be relocated, and Franchisee secures substitute premises approved by Franchisor and agrees to develop substitute premises in compliance with specifications and standards then applicable under new franchises for ▇▇▇▇▇; then Franchisee has the right to renew the franchise for one additional term equal to the then-customary initial term granted under Franchisor’s then-current form of standard franchise agreement. Franchisee must pay Franchisor, three months prior to the date of renewal, a renewal fee to be agreed between Franchisee and Franchisor. The Franchisee must execute a new Agreement, which may be extended as provided herein)provide for a higher management fee and for greater expenditures than this Agreement.

Right of First Refusal. IfIf Landlord receives an offer from any person or entity that owns towers or other wireless telecommunications facilities (or is in the business of acquiring Landlord’s interest in the Lease) to purchase fee title, at an easement, a lease, a license, or any time after other interest in Landlord’s Property, or Landlord’s interest in the end Lease, or an option for any of the eighty fourth (84th) complete calendar month foregoing, then prior to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month accepting said offer, Landlord shall provide written notice to occur after the Commencement DateTenant, and while this Lease is in full force and effect, Landlord should receive from Tenant shall have a bona fide, arm's-length purchaser a bona fide written offer right of first refusal to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance acquire such interest on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offeroffer, excluding any terms or conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat or undermine Tenant’s possessory or economic interest in the Property. If Landlord’s notice covers portions of Landlord’s parent parcel beyond the Landlord’s Property, Tenant may elect to acquire an interest in only the Landlord’s Property, and the consideration shall be pro-rated on an acreage basis. Landlord’s notice shall include the prospective buyer’s name, the Premises purchase price and/or other consideration being offered, the other terms and conditions of the offer, the due diligence period, the proposed closing date and, if a portion of Landlord’s parent parcel is to be sold, leased or otherwise conveyed, a description of said portion. If the Landlord’s notice shall again provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be subject extended to Tenant's be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier than fifteen days thereafter. If Tenant does not exercise its right of first refusal by written notice to Landlord given within thirty (30) days, Landlord may convey the property as described in the Landlord’s notice. If Tenant declines to exercise its right of first refusal. , then the Lease shall continue in full force and effect and Tenant's ’s right of first refusal shall survive any such conveyance. Tenant shall have the right, at its sole discretion, to assign the right of first refusal to any person or entity, either separate from an assignment of the Lease or as set forth in this Article XXI part of an assignment of the Lease. Such assignment may occur either prior to or after Tenant’s receipt of Landlord’s notice and the assignment shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)effective upon written notice to Landlord.

Right of First Refusal. IfIn the event that a third party (“Offeror”), at other than an Affiliate of Seller, offers to purchase or acquire the PPHL Shares or any time after portion thereof (the end “Offered Shares”), PPHL (or its assignee, each of PPHL and the eighty fourth (84thassignee, shall be referred to in this Section as the “PPHL Purchaser”) complete calendar month to occur after the Commencement Date and before the end shall have a right of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer first refusal to purchase the Premises Offered Shares, but not less than all of them, at the same price and terms as offered by the Offeror ("Bona Fide Offer"“Right of First Refusal”), and should Landlord desire to accept the Bona Fide Offer, it . Seller shall first make provide PPHL with a written offer notice (“Transfer Notice”) of the "Tenant Offer") Offeror’s intent to sell said Premises purchase the Offered Shares, which notice shall include the number of PPHL Shares to Tenant at be purchased and the price per share to be paid by the Offeror and upon any other terms deemed relevant by Seller. PPHL Purchaser shall have 10 days from the terms and conditions set forth date PPHL receives the Transfer Notice to notify Seller in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy writing of its intention to purchase all of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance Offered Shares on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth those offered by the Offeror and the identity of the PPHL Purchaser. To the extent that the PPHL Purchaser notifies Seller of its intention to so purchase the Offered Shares in accordance with the Bona Fide Offerforegoing within such 10 day period, the Premises PPHL Purchaser shall again be subject purchase all of the Offered Shares on the same terms and conditions as those of the Offeror no later than 5 days from the date the PPHL Purchaser provides Seller with its written notice of its intent to Tenant's right of first refusalpurchase the Offered Shares. Tenant's right of first refusal as set forth In the event that the PPHL Purchaser does not notify Seller within such 10 day period that it intends to purchase the Offered Shares in this Article XXI accordance with the foregoing, or PPHL notifies Seller in writing that it will not purchase the Offered Shares within such 10 day period, then Seller shall be a continuing right entitled to consummate the sale and shall survive each transfer of the Offered Shares with the Offeror, provided that if Seller does not consummate the sale of the Premises during Offered Shares within 60 days of providing the term hereof (as Transfer Notice it may be extended as provided herein)will offer to PPHL again the Right of First Refusal. The Right of First Refusal hereunder shall not derogate from the right to exercise the Call Option in accordance with the provisions of Section ‎4.6.

Right of First Refusal. If, at At any time after the end first occurrence of a Trigger Event and prior to the Expiration Date if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the eighty fourth (84th) complete calendar month shares of Grantor Common Stock or other securities acquired by it pursuant to occur after the Commencement Date and before the end Grantor Option, it shall give Grantor written notice of the one hundred twentieth proposed transaction (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises (an "Bona Fide OfferGrantee Offer Notice"), and should Landlord desire to accept identifying the Bona Fide Offerproposed transferee, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery terms of the Tenant proposed transaction. A Grantee Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale Notice shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other placedeemed an offer by Grantee to Grantor, time and date as Landlord and Tenant which may agree upon, by payment be acceptable within five (5) business days of the purchase price against conveyance receipt of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant such Grantee Offer as herein providedNotice, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are and at the same price at which Grantee is proposing to transfer such shares or other securities to such transferee. The purchase of any such shares or other securities by Grantor shall be settled within five (5) business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds. In the event of the failure or refusal of Grantor to purchase all the shares or other securities covered by a Grantee Offer Notice, Grantee may sell all, but not less than all, of such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable to the transferee than those set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal Grantee Offer Notice as set forth in this Article XXI shall be a continuing right and shall survive each long as such sale is completed within ninety (90) days of the Premises during receipt by Grantor of the term hereof applicable Grantee Office Notice; provided that the provisions of this sentence shall not limit the rights Grantee may otherwise have in the event Grantor has accepted the offer contained in the Grantee Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 8(c) shall not apply to (i) any disposition as it may a result of which the proposed transferee would own beneficially not more than three percent (3%) of the outstanding voting power of Grantor, (ii) any disposition of Grantor Common Stock or other securities by a person to whom Grantee has assigned its rights under the Grantor Option with the consent of Grantor, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of Grantee which agrees in writing to be extended as provided herein)bound by the terms hereof.

Right of First Refusal. If, If at any time after during the end term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser Agreement Franchisee receives a bona fide written offer to purchase the Premises ("Bona Fide Offer")Franchised Business, and should Landlord desire which offer Franchisee is willing to accept the Bona Fide Offeraccept, it shall first make a Franchisee must give Franchisor written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon notice of the terms of the offer and conditions the name of the offeror. Franchisor may elect to purchase the Franchised Business on the same terms as contained in the offer within sixty (60) business days after Franchisor’s receipt of the offer, except that in place of any non-cash consideration described in such offer, Franchisor may pay the fair market value thereof in cash. If Franchisor fails to give written notice of election or declines election within the sixty (60) business days, Franchisee may sell to the offeror on the terms offered, subject to the provisions relating to transferability as set forth in on this Section 5, provided that such sale must be consummated within ninety (90) calendar days after the Bona Fide Offer. The Tenant Offer expiration of such sixty (60) business day period; otherwise the restrictions of this Section 5.6 shall be accompanied renewed and any sale or transfer by a copy Franchisee of its interest in this Agreement, whether to such offeror or other individual or entity, shall again be subject to the Bona Fide Offerrestrictions of this Section 5.6. Tenant may accept In the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer event Franchisor elects to Tenant. If the Tenant Offer is acceptedpurchase, the purchase and sale shall must be closed at the principal office of Landlord on completed within ninety (90) calendar days from the date set forth in of Franchisor’s notice of election to purchase. For purposes of this Section 5.6, the Bona Fide Offer or at term “fair market value” of any non-cash consideration shall mean the fair market value of such other place, time property as determined by agreement of Franchisee and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofFranchisor; provided, however, that if Landlord fails the parties are unable to consummate the sale reach such agreement within sixty (60) business days after Franchisor’s receipt of the Premises on exactly offer, then the same terms and conditions as fair market value of such property will be determined by one appraiser chosen by the parties, who will determine the value of such property. In the event that the parties are set forth in the Bona Fide Offerunable to agree upon such an appraiser, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale parties agree that the United States office of the Premises during American Arbitration Association (“AAA”) closest to our corporate offices will be employed to chose an appraiser and such person will determine the term hereof (as it may be extended as provided herein)fair market value for these purposes. In the event the appraisal process is utilized, the party whose valuation of such property less closely approximated the value pursuant to the above-described appraisal process, measured by dollar amounts and not percentages, will pay all costs of the appraisal process. Any delay caused by such appraisal process or the parties’ disagreement over the fair market value of any non-cash property will extend the period in which Franchisor is to act under this Section 5.6 by that number of calendar days equal to the period of the delay.

Right of First Refusal. If, Should Landlord at any time after during the end term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effector any extension thereof, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written an offer to purchase the Premises ("Bona Fide Offer")Leased Premises, and should Landlord desire desires to accept said offer, Landlord shall give Tenant thirty (30) business days' notice in writing of such offer setting forth the Bona Fide Offeramount of the proposed purchase price, and all other material terms and conditions of such offer, and Tenant shall have the first option to purchase the Leased Premises which are the subject of the offer, said option to be exercised by giving written notice to Landlord within said thirty (30) business day period of Tenant's agreement and intention to purchase at the same price and on the same terms of any such offer, it shall first make a written offer (being understood that in the "event Tenant Offer") does not give notice of its intention to exercise said option to purchase within said period and in the manner provided and Landlord proceeds to sell said the Leased Premises pursuant to Tenant at the price and upon the terms and conditions set forth in Landlord's notice, this Lease and all of its terms and conditions, excluding this Article, shall nevertheless remain in full force and effect and the Bona Fide Offer. The Tenant Offer provisions of this Article shall be accompanied by a copy deemed null and void and of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on no further force or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenanteffect. If Tenant does not exercise the Tenant Offer is accepted, option to purchase hereunder and Landlord does not proceed to sell the purchase Leased Premises pursuant to the terms and sale shall be closed at the principal office of Landlord on the date conditions set forth in the Bona Fide Offer or at such other placeLandlord's notice, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale and provisions of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of apply to any subsequent offer to Landlord to purchase the Leased Premises during the term hereof (as it may be extended as provided herein)which Landlord desires to accept.

Right of First Refusal. IfProvided the Lease, at any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Dateas modified by this Eighteenth Modification, and while this Lease is then in full force and effecteffect and no event of default shall have occurred that remains uncured after any applicable notice and cure period, Landlord should receive from Tenant shall have the on-going right of first refusal as hereinafter described to lease that portion of the space to be leased to a bona fide, arm's-length purchaser a bona fide written offer prospective tenant (the “Offered Space”) which is all or part of the space (the “Right of First Refusal Space”) contiguous to purchase the Premises ("Bona Fide Offer")on the 12th floor of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at such time as Landlord engages in negotiations with a prospective tenant, and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant exercisable at the price following times and upon the terms and conditions set forth in following conditions: 1. If Landlord enters into negotiations with a prospective tenant (other than the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy existing tenant of the Bona Fide OfferOffered Space) to lease the Offered Space, Landlord shall notify Tenant of such fact and shall include in such notice the rent, term, and other terms (including, but not limited to, finish out, moving allowances and design fees) at which Landlord is prepared to offer such Offered Space to such prospective tenant. Tenant may accept shall have a period of seven (7) Business Days from the Tenant Offer by service date of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the notice to notify Landlord whether Tenant Offer elects to Tenantexercise the right granted hereby to lease the Offered Space. If Tenant elects to lease the Offered Space, Tenant Offer shall lease the entire space covered by Landlord’s offer even if the offer covers space which is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment not part of the purchase price against conveyance Right of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant OfferFirst Refusal Space. If Tenant fails to fully and timely accept give any notice to Landlord within the required seven (7) Business Day period, Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing deemed to have waived its right and shall survive each sale of to lease the Premises during the term hereof (as it may be extended as provided herein)Offered Space.

Right of First Refusal. IfShould Lender seek to transfer ownership of any Eligible Loans during the term of this Agreement, at any time after the end Servicer or its designee shall have a right of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer first refusal to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon from Lender all such Eligible Loans on the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offerproposed transfer. Tenant may accept the Tenant Offer by service of Lender shall give Servicer written notice of acceptance on Landlord on its intention to transfer ownership, such Notice to include a description of the terms, prices and conditions upon which Lender proposes to transfer ownership. Servicer or before its designee shall have thirty (30) days from the thirtieth date of receipt of such notice to elect to purchase said Eligible Loans by notifying Lender of its election within the thirty (30th30) day following delivery period. If Servicer or its designee elects to purchase said loans the closing shall take place within sixty (60) days or as soon as otherwise mutually agreed, after the date of such election. If Servicer or its designee does not elect to purchase the Eligible Loans Lender may proceed with the proposed transfer of ownership, provided however, if Lender does not transfer such loans within one hundred eighty (180) days of the Tenant Offer date they are offered to Tenant. If Servicer, or if Lender changes the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in of the Bona Fide Offertransfer, the Premises shall again loans must be subject reoffered to Tenant's right of first refusalServicer as provided above before they can be transferred. Tenant's Should Servicer not exercise its right of first refusal above, and Lender proceeds with the proposed transfer of ownership, the transferee, assignee or purchaser shall as set forth a condition to such transfer execute an agreement effectively binding such assignee, purchaser, or transferee to the terms and conditions of this Agreement as if such assignee, purchaser, or transferee were the Lender. If in the event the assignee, purchaser or transferee has an existing contract with Servicer that provides for life of the loan servicing as provided in this Article XXI shall Agreement, and such contract provides that any Loans transferred which are serviced at the time of transfer on Servicer’s system are to be a continuing right serviced under the terms and shall survive each sale conditions of such existing contract, then the terms and conditions of the Premises during existing contract shall govern the term hereof (as it may be extended as provided herein)servicing of such transferred Eligible Loans.

Right of First Refusal. If(a) Except as otherwise provided in Paragraph 35(g), at any time after and provided an Event of Default does not then exist, if Landlord shall enter into a contract (the end "SALE CONTRACT") for the sale of the eighty fourth (84th) complete calendar month entire Leased Premises with a Third Party Purchaser, such Sale Contract shall be conditioned upon Tenant's failure to occur after exercise its right under this Paragraph 35(a), then promptly following the Commencement Date and before the end execution thereof, Landlord shall give written notice to Tenant, together with a copy of the one hundred twentieth executed Sale Contract. (120thb) complete calendar month For a period of thirty (30) days following receipt of such notice, Tenant shall have the right and option, exercisable by written notice to occur after the Commencement DateLandlord given within said thirty (30) day period, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to elect to purchase the Leased Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the purchase price and upon all the terms and conditions set forth in the Bona Fide Offer. The Sale Contract, except that no contingencies contained in such Sale Contract as to environmental assessments, engineering studies, inspection of the Leased Premises, sale of other property, state of the title to or encumbrances on the Leased Premises, or any other condition or contingency to the Third Party Purchaser's obligation to purchase the Leased Premises which pertains to the condition of the Leased Premises (other than any such condition caused or permitted by Landlord in violation of this Lease), the Third Party Purchaser's ability to take certain action or any other factor beyond the control of Landlord, shall apply to Tenant's obligation to purchase the Leased Premises under this Paragraph 35, and Tenant Offer shall be accompanied by a copy obligated to purchase the Leased Premises without any such condition or contingency. (c) If at the expiration of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth aforesaid thirty (30th30) day following delivery of period Tenant shall have failed to exercise the Tenant Offer aforesaid option, Landlord may sell the Leased Premises to Tenant. If such Third Party Purchaser upon the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date terms set forth in such contract. (d) Except as otherwise specifically provided herein, the Bona Fide Offer closing date for any purchase of the Leased Premises by Tenant pursuant to this Paragraph 35 shall be the later to occur of (i) ninety (90) days after the date of Tenant's notice to Landlord of its intention to purchase the Leased Premises upon the terms of a Sale Contract with a Third Party Purchaser but no later than the expiration date of the date of this Lease or at (ii) the closing date provided in such other placeSale Contract. At such closing Landlord shall convey the Leased Premises to Tenant in accordance with, time and date as Landlord and Tenant may agree upon, by payment of shall pay to Landlord the purchase price against conveyance and other consideration set forth in, the applicable Sale Contract. (e) Tenant shall have the right to exercise the foregoing right of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide first refusal upon each proposed sale of the Leased Premises prior to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; providedexpiration of this Lease. IF THE TERM OF THIS LEASE SHALL TERMINATE OR EXPIRE, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's SUCH RIGHTS OF FIRST REFUSAL GRANTED PURSUANT TO THIS PARAGRAPH 35 SHALL TERMINATE AND BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. IN SUCH EVENT TENANT SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT OF FIRST REFUSAL. (f) If Tenant does not exercise its right of first refusalrefusal to purchase the Leased Premises and the Leased Premises are transferred to a Third Party Purchaser, Tenant will attorn to any Third Party Purchaser as Landlord hereunder so long as such Third Party Purchaser assumes in writing the obligations of Landlord under this Lease and such Third Party Purchaser and Landlord notify Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. (g) Tenant's right of first refusal as set forth in the provisions of this Article XXI Paragraph 35 shall not be a continuing right and exercisable upon the occurrence of, or prohibit (but shall survive each continue in effect after), (i) any mortgaging, subjection to deed of trust or other hypothecation of Landlord's interest in the Leased Premises, (ii) any sale of the Leased Premises during pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord's interest in the term hereof Leased Premises is now or hereafter subject, (as it may be extended as provided herein)iii) any transfer of Landlord's interest in the Leased Premises to a Lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure, (iv) any transfer of the Leased Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Leased Premises to any affiliate of Landlord, Corporate Property Associates 12, W. P. ▇▇▇▇▇ & Co., Inc. or ▇▇▇▇▇ Diversified L. L. C. or (vi) any sale of all or substantially all of Landlord's assets.

Right of First Refusal. IfZLB hereby grants to Buyer a right of first refusal to purchase annually any quantities of Plasma that ZLB has available for sale in excess of the annual quantity to be supplied pursuant to Section 2.1 of this Agreement, which right shall be exercisable once annually in connection with the Parties’ annual quantity negotiations. In this regard, in connection with the Parties’ annual quantity negotiations, ZLB shall notify Buyer in writing of such additional/excess Plasma that ZLB has available for sale, if any, and the price at which ZLB will offer such quantities to Buyer. The price at which such excess Plasma may be sold by ZLB to Buyer under this provision shall be as agreed by ZLB and Buyer in their sole discretions, respectively, without regard to the priceor other provisions (including but not limited to the provisions regarding price disputes) called for under the terms of Section 2.3 of this Agreement. Notwithstanding, in the event Buyer elects not to purchase all of such excess quantities of Plasma so offered by ZLB, ZLB shall not offer or otherwise agree to sell such Plasma to any other third party, except for ZLB’s Affiliates, at any time after a price less than the end lowest price offered to Buyer under this right of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end first refusal provision for a period of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date30 days following Buyer’s rejection. For purposes of this Section, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and whether ZLB has excess Plasma available for sale shall be closed at the principal office of Landlord on the date set forth determined by ZLB in the Bona Fide Offer or at such other placeits sole discretion, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer but in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale principles of the Premises right of first refusal conveyed herein, after taking into account the plasma supply requirements of ZLB’s Affiliates, including but not limited to ZLB Bioplasma AG and CSL Bioplasma, and all other commercial supply obligations for which ZLB has then contracted. Buyer shall have 30 days following the date of ZLB’s first offer of excess Plasma for sale in accordance herewith to exercise (which exercise shall be in writing) its rights hereunder. Absent Buyer’s timely delivery of written notice of such exercise, which must include an agreement between the parties on exactly price, Buyer shall be determined to have rejected ZLB’s tender and ZLB shall be free to offer such excess Plasma for sale to any third party, subject only to the same terms and conditions as are set forth in thirty (30) day pricing limitations stated herein. In consideration for the Bona Fide Offer, the Premises shall again be subject to Tenant's aforesaid right of first refusal. Tenant's , Buyer does hereby grant to ZLB the right of first refusal as to compel Buyer to purchase, in addition to the agreed minimum quantities set forth in this Article XXI Agreement and Schedule 2, up to 100,000 liters of additional Plasma (“Additional Plasma”) deliverable in each of calendar years 2006, 2007 and 2008. Notwithstanding, for ZLB to timely exercise such right, it must so notify Buyer in writing not less than 12 months in advance of the applicable calendar year, respectively, in order to compel Buyer’s purchase of up to 50,000 liters of Additional Plasma in such calendar year, or not less than 18 months in advance of the applicable calendar year, respectively, in order to compel Buyer’s purchase of more than 50,000 liters of Additional Plasma (but not to exceed 100,000 liters) in such calendar year. The price at which such Additional Plasma shall be a continuing right purchased by Buyer shall be the same as the contract price for the Plasma otherwise purchased and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)sold in such calendar year under this Agreement.

Right of First Refusal. If, at Shares of Common Stock that you acquire upon exercise of your option are subject to any time after the end right of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth refusal that may be described in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth Company’s bylaws in the Bona Fide Offer or effect at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails Company elects to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofexercise its right; provided, however, that if Landlord fails to consummate there is no right of first refusal described in the sale Company’s bylaws at such time, the right of first refusal described below will apply. The Company’s right of first refusal will expire on the first date upon which any security of the Premises Company is listed (or approved for listing) upon notice of issuance on exactly a national securities exchange or quotation system (the same “Listing Date”). (a) Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock acquired upon exercise of your option, or any interest in such shares, unless such Transfer is made in compliance with the following provisions: (i) Before there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of Common Stock to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail) to the Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary transfer, gift, donation or pledge, the holder will state that no purchase price is being proposed), and the other terms and conditions of the proposed Transfer. The date such notice is mailed will be hereinafter referred to as the “Notice Date” and the record holder of the Offered Shares will be hereinafter referred to as the “Offeror.” If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding Common Stock which is subject to the provisions of your option, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares of Common Stock acquired upon exercise of your option will be immediately subject to the Company’s Right of First Refusal (as defined below) with the same force and effect as the shares subject to the Right of First Refusal immediately before such event. (ii) For a period of 30 calendar days after the Notice Date, or such longer period as may be required to avoid the classification of your option as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in Section 11(a)(iii) (the Company’s “Right of First Refusal”). In the event that the proposed Transfer is one involving no payment of a purchase price, the purchase price will be deemed to be the Fair Market Value of the Offered Shares as determined in good faith by the Board in its discretion. The Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right of First Refusal to the Offeror prior to the end of said 30 days (including any extension required to avoid classification of the option as a liability for financial accounting purposes). (iii) The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the Bona Fide Offernotice required under Section 11(a)(i)), or the Fair Market Value as determined by the Board in the event no purchase price is involved. To the extent consideration other than cash is offered by the proposed transferee, the Premises shall Company will not be required to pay any additional amounts to the Offeror other than the cash price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right of First Refusal will be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company will acquire full right, title and interest to all of the Offered Shares. (iv) If, and only if, the option given pursuant to Section 11(a)(ii) is not exercised, the Transfer proposed in the notice given pursuant to Section 11(a)(i) may take place; provided, however, that such Transfer must, in all respects, be exactly as proposed in said notice except that such Transfer may not take place either before the 10th calendar day after the expiration of the 30 day option exercise period or after the ninetieth 90th calendar day after the expiration of the 30 day option exercise period, and if such Transfer has not taken place prior to said 90th day, such Transfer may not take place without once again complying with this Section 11(a). The option exercise periods in this Section 11(a)(iv) will be adjusted to include any extension required to avoid the classification of your option as a liability for financial accounting purposes. (b) As used in this Section 11, the term “Transfer” means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of Common Stock or any legal or equitable interest therein; provided, however, that the term Transfer does not include a transfer of such shares or interests by will or intestacy to your Immediate Family (as defined below). In such case, the transferee or other recipient will receive and hold the shares of Common Stock so transferred subject to Tenant's right the provisions of first refusalthis Section, and there will be no further transfer of such shares except in accordance with the terms of this Section 11. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during As used herein, the term hereof (as it may be extended as provided herein)"Immediate Family" will mean your spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of you or your spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of you or your spouse.

Right of First Refusal. IfEach Preferred Holder will have the right, at any time exercisable upon written notice (the "FIRST REFUSAL NOTICE") to the Selling Shareholder, the Company and each other Preferred Holder within thirty (30) days after the end receipt of the eighty fourth Transfer Notice (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide OfferFIRST REFUSAL PERIOD"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer purchase up to such number of Offered Shares (the "Tenant OfferFIRST REFUSAL ALLOTMENT") as equal the product obtained by multiplying the aggregate number of the Offered Shares by a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then held by such Preferred Holder and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then owned by all the Preferred Holders. The First Refusal Notice for any Preferred Holder shall set forth the number of Offered Shares (together with any re-allotment) that such Preferred Holder wishes to sell said Premises purchase. (1) Each Preferred Holder shall have a right of re-allotment such that, if any other Preferred Holder fails to Tenant exercise the right to purchase its full First Refusal Allotment, the other participating Preferred Holders shall have an additional right to purchase such number of re-allotment shares as is indicated in its First Refusal Notice. In the event that the aggregate number of Offered Shares which all Preferred Holders seek to purchase pursuant to the exercise of their right of re-allotment hereunder exceeds the number of remaining Offered Shares, each Preferred Holder exercising its right of re-allotment will be cut back to such number of Offered Shares in connection with such re-allotment as equals the lesser of (x) the number of Offered Shares which such Preferred Holder indicated in its First Refusal Notice it would be willing to purchase pursuant to the exercise of its right of re-allotment and (y) the product obtained by multiplying (i) the number of the remaining Offered Shares by (ii) a fraction the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such Preferred Holder and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the Preferred Holders exercising their right of re-allotment. (2) If a Preferred Holder timely gives a First Refusal Notice indicating that it desires to acquire any part of its First Refusal Allotment with respect to the Offered Shares and, as the case may be, any re-allotment, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed by the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company's receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee. (3) The purchase price and upon per share for the terms and conditions Offered Shares to be purchased by any Preferred Holder pursuant to the exercise of its right of first refusal hereunder (together with any right of re-allotment) shall be the price set forth in the Bona Fide OfferTransfer Notice. The Tenant Offer shall be accompanied by a copy of In the Bona Fide Offer. Tenant may accept event the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment Transfer Notice provides for any part of the purchase price against conveyance to Shareholders Agreement be paid in non-cash consideration, any Preferred Holder exercising its right of first refusal (and any right of re-allotment) hereunder shall be entitled to pay the cash equivalent of such non-cash consideration, as determined by the Board in good faith. The determination of the Premises free Board under this clause as to the value of any non-cash consideration shall be binding upon the Company, the Preferred Holders, and clear the Selling Shareholder, absent fraud or error. (4) If any Preferred Holder exercises its right of liens and encumbrances first refusal to purchase any Offered Shares (together with any right of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein providedre-allotment), Landlord may make the bona fide sale then upon expiration of the Premises First Refusal Period, the Selling Shareholder will have no further rights as a holder of such Offered Shares except the right to the bona fide prospective purchaser making the Bona Fide Offer receive payment therefor from such Preferred Holder in accordance with the terms thereof; providedof this Agreement, however, that if Landlord fails and the Selling Shareholder will forthwith cause all certificate(s) evidencing such Offered Shares to consummate be surrendered to the sale Company for transfer to such Preferred Holder. (5) Within ten (10) days after expiration of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide OfferFirst Refusal Period, the Premises Company shall again be subject give written notice (the "FIRST REFUSAL EXPIRATION NOTICE") to Tenant's right of first refusal. Tenant's the Selling Shareholder and each Preferred Holder which has not timely exercised its right of first refusal as set during such period, setting forth the number of Offered Shares which the Preferred Holders have elected to purchase in this Article XXI shall be a continuing the exercise of their right of first refusal (and shall survive each sale any right of the Premises during the term hereof (as it may be extended as provided herein)re-allotment) hereunder.

Right of First Refusal. If, 46.1. If at any time after during the end term, Landlord desires to sell the Premises or if Landlord recaptures a portion of the eighty fourth Premises pursuant to Article 7.3 and thereafter desires to lease or sell the Recaptured Premises or any portion thereof and receives an acceptable bona fide offer of lease or purchase therefor, Landlord shall give Tenant written notice (84ththe “Landlord’s Notice”) complete calendar month of its intention to occur after lease or sell in accordance with that offer, which Landlord’s Notice shall contain the Commencement Date terms and before the end conditions of the one hundred twentieth (120th) complete calendar month offer to occur after lease or purchase as well as the Commencement Datename and address of the prospective tenant or purchaser. Upon the receipt of the Landlord’s Notice, Tenant shall have the right to lease the Recaptured Premises or purchase the Premises and/or the Recaptured Premises or any designated portion thereof upon the same terms and while this Lease is conditions contained in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a the bona fide offer to lease or purchase. Said right shall be deemed exercised if Landlord receives written offer notice from Tenant, within ten (10) business days of the receipt by Tenant of the Landlord’s Notice, stating that Tenant is willing and able to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept and/or lease or purchase the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Recaptured Premises to Tenant at the price and or such designated portion thereof upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are were contained in the bona fide offer. If Tenant does not exercise its right to lease the Recaptured Premises or purchase the Premises and/or the Recaptured Premises or such designated portion thereof within said ten (10) business day period, Landlord may convey the Premises and/or lease or convey the Recaptured Premises or such designated portion thereof within six (6) months after the end of said ten (10) business day period, provided such lease of the Recaptured Premises or conveyance of the Premises or Recaptured Premises is to the tenant or designated purchaser at the same rent or price and upon substantially the same terms set forth in the Bona Fide OfferLandlord’s Notice, the Premises and further provided that any lease or conveyance shall again be subject to Tenant's right of first refusalthis Lease. Tenant's The right of first refusal as set forth in this Article XXI provided herein shall be a continuing right option and shall survive each apply to any and all future sales of the Premises or any portion thereof and/or to lease or sale of the Recaptured Premises during the term of the Lease. No sale of the Premises during or sale or use of the term hereof (as it may be extended as provided herein)Recaptured Premises by Landlord or its tenants and successors shall interfere with the right of Tenant to use the Premises or the Recaptured Premises pursuant to the terms of this Lease.

Right of First Refusal. IfDistrict agrees agree not to sell, at transfer, exchange, grant an option to purchase, lease, or otherwise dispose of any time after the end of the eighty fourth (84th) complete calendar month Park property or any interest in the Park property, without first offering the property to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon City on the terms and conditions set forth in the Bona Fide Offerthis Agreement. The Tenant Offer Right of First Refusal shall be accompanied by subject to the following terms. (1) If District receives from a third party (the “Third-Party Offeror”) a bona fide offer to purchase the Park property, or a part of it, or an interest in it, District shall give City written notice (the “Notice”) of the price, terms, and conditions of the offer and deliver a copy of the Bona Fide executed contract evidencing the offer (the “Offer”) to the City. Tenant may accept When City receives the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery Notice and a copy of the Tenant Offer to Tenant. If the Tenant Offer is acceptedOffer, the City shall have the prior and preferential right to purchase and sale shall be closed the Park property (or the part of or interest in the property covered by the Offer, as the case may be) at the principal office of Landlord same price and on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth contained in the Bona Fide Offer, except that if City exercises the Premises right of first refusal by electing to purchase the property then the closing of the transaction contemplated by the Offer shall again be subject take place no earlier than 45 days after the date that the City elects to Tenant's exercise the right of first refusal. (2) City shall have 15 days from the date that it receives the Notice and a copy of the Offer to notify the District whether City elects to purchase the property pursuant to the terms of the Offer. Tenant's If City elects to exercise its right to purchase the property, then, in addition to giving District written notice of first refusal as its election within the 15-day period, City shall also shall tender an amount equal to the ▇▇▇▇▇▇▇ money deposit, if any, specified in the Offer, which will be held and used in accordance with the terms of the Offer.If City fails to timely exercise its right to purchase the property pursuant to the terms of this Agreement, then District shall be entitled to sell the property according to the terms of the Offer to the Third-Party Offeror, subject to the terms set forth in herein. (3) If City fails to timely exercise its right to purchase the Property pursuant to the terms of this Article XXI shall be a continuing right Agreement, and shall survive each sale of for any reason District does not sell or convey the Premises during the term hereof (as it may be extended as provided herein).Property

Right of First Refusal. If(i) For so long as the principal balance hereunder remains outstanding, at any time after Parent hereby grants to the end Registered Holder the right of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer first refusal to purchase the Premises ("Bona Fide Offer"), and should Landlord desire Parent's Common Stock which Parent may from time to accept time propose to sell. In the Bona Fide Offerevent Parent proposes to undertake a sale of Common Stock, it shall first make a give to the Registered Holder written offer notice (the "Tenant OfferParent Notice") to sell said Premises to Tenant at of its intentions, which notice shall describe the price and the principal terms upon the terms and conditions set forth in the Bona Fide Offerwhich Parent proposes to sell such Common Stock. The Tenant Offer Registered Holder shall be accompanied by a copy of have ten (10) days from the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer Parent Notice to Tenant. If exercise its right of first refusal to purchase all or a portion of such Common Stock by giving written notice to Parent stating the Tenant Offer is accepted, the purchase and sale shall quantity of such Common Stock to be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, purchased accompanied by payment of the purchase price against conveyance therefor. Any shares of the Premises free and clear of liens and encumbrances of every kind and description except as permitted Common Stock not accepted for purchase by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein providedRegistered Holder may be issued by Parent, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer provided such issuance is in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions proposed offering as are set forth in the Bona Fide OfferParent Notice; (ii) For so long as the principal balance hereunder remains outstanding, Sub hereby grants to the Premises shall again be subject to Tenant's right of first refusal. Tenant's Registered Holder the right of first refusal to purchase Sub's capital stock ("Sub Stock") which Sub may from time to time propose to sell. In the event Sub proposes to undertake a sale of Sub Stock, it shall give to the Registered Holder written notice (the "Sub Notice") of its intentions, which notice shall describe the price and the principal terms upon which Sub proposes to sell such Sub Stock. The Registered Holder shall have ten (10) days from the delivery of the Sub Notice to exercise its right of first refusal to purchase all or a portion of such Sub Stock by giving written notice to Sub stating the quantity of such Sub Stock to be purchased accompanied by payment of the purchase price therefor. Any shares of Sub Stock not accepted for purchase by the Registered Holder may be issued by Sub, provided such issuance is in accordance with the terms of the proposed offering as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Sub Notice.

Right of First Refusal. If, at 9.01. Landlord grants to Tenant a right of first refusal to purchase the Leased Property in the event that Landlord shall desire to sell all or any time after the end portion of the eighty fourth (84th) complete calendar month to occur after Leased Property. In the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, event Landlord should receive from a bona fide, arm's-length purchaser shall have received a bona fide written offer to purchase all or any portion of the Premises Leased Property which Landlord intends to accept, Landlord shall notify Tenant of such offer, which notice shall include a copy of such offer. Tenant shall be required within ten ("Bona Fide Offer")10) business days of receipt of such notice, and should to elect by written notice to Landlord desire to accept purchase the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and Leased Property upon the terms and conditions set forth in the Bona Fide Offeroffer or waive the right of first refusal with respect to such offer. The Failure of Tenant Offer to respond to Landlord's notice within ten (10) business days of delivery by Landlord shall be accompanied by deemed to be a copy waiver of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. In the event Tenant elects to exercise its right of first refusal, the closing shall be the date set for closing in the offer, or thirty (30) days after Tenant elects to purchase. If the Tenant does not exercise the right of first refusal with respect to a transaction and that transaction is not finalized on the terms presented to Tenant within thirty (30) days of the closing date set forth in the original offer to purchase, Tenant's right of first refusal as shall be reinstated. The Landlord and prospective purchaser shall have the right to extend the closing date in the contract for sale of the Leased Premises for not more than twenty-nine (29) days and said extension shall not be deemed to be a new or amended contract that would give Tenant a right of first refusal. The closing date shall be a calendar date certain and not a conditional date. This right shall not extend to any intra-family sale by or between members of Landlord's family, or corporations wholly owned by Landlord's family. However, anyone acquiring the Leased Property in a transaction exempt from this right of first refusal shall themselves thereafter be subject to such right, and the documents of transfer shall so provide. 9.02. Landlord grants to Tenant a right of first refusal to purchase the property described in Exhibit "B" attached in the event that Landlord shall desire to sell all or any portion of the property described in Exhibit "B" for any lawful purpose, subject to Tenant's right to conduct gaming on the premises. In the event Landlord receives a bona fide offer to purchase all or any portion of the property described in Exhibit "B", which Landlord intends to accept, Landlord shall notify Tenant of such offer, which notice shall include a copy of such offer. Tenant shall be required within ten (10) business days of receipt of such notice, to elect by written notice to Landlord to purchase the property described in Exhibit "B" upon the terms and conditions set forth in this Article XXI the offer or waive the right of first refusal with respect to such offer. Failure of Tenant to respond to Landlord's notice within ten (10) business days of delivery by Landlord shall be deemed to be a waiver of Tenant's right of first refusal. In the event Tenant elects to exercise its right of first refusal, the closing shall be the date set for closing in the offer or thirty (30) days after Tenant elects to purchase. If Tenant does not exercise the right of first refusal with respect to a transaction and that transaction is not finalized on the terms presented to Tenant within thirty (30) days of the closing date set forth in the original offer to purchase, Tenant's right of first refusal shall be reinstated. The Landlord and prospective purchaser shall have the right to extend the closing date in the original offer to purchase for not more than twenty-nine (29) days and said extension shall not be deemed to be a new or amended contract that would give Tenant a right of first refusal. The closing date shall be a continuing calendar date certain and not a conditional date. This right shall not extend to any intra-family sale by or between members of Landlord's family, or corporations wholly owned by Landlord's family. However, anyone acquiring the property described in Exhibit "B" in a transaction exempt from this right of first refusal shall themselves thereafter be subject to such right, and the documents of transfer shall survive each sale so provide. 9.03. Landlord grants to Tenant a right of first refusal to own or lease any property described in Exhibit "C" in the event Landlord shall desire to sell or lease all or any portion of that land described in Exhibit "C". In the event Landlord shall have received a bona fide written offer to purchase or lease or an option to purchase or lease all or any of the Premises during property described in Exhibit "C", which Landlord intends to accept, Landlord shall notify Tenant of such offer, which notice shall include a copy of such offer. Tenant shall be required within ten (10) business days of receipt of such notice, to elect by written notice to Landlord to purchase or lease any or all of the term hereof property described in Exhibit "C" upon the terms and conditions set forth in the offer or waive the right of first refusal with respect to such offer. Failure of Tenant to respond to Landlord's notice within ten (10) business days of delivery by Landlord shall be deemed to be a waiver of Tenant's right of first refusal. In the event Tenant elects to exercise its right of first refusal, the closing shall be the date set for closing in the offer, or thirty (30) days after Tenant elects to purchase. If Tenant does not exercise the right of first refusal with respect to a transaction and that transaction is not finalized on the terms presented to Tenant within thirty (30) days of the closing date set forth in the original offer to purchase, Tenant's right of first refusal shall be reinstated. The Landlord and prospective purchaser or lessee shall have the right to extend the closing date in the original offer to purchase for not more than twenty-nine (29) days and said extension shall not be deemed to be a new or amended contract that would give Tenant a right of first refusal. This right shall not extend to any intra-family sale, lease or option by or between members of Landlord's family, or corporations wholly owned by Landlord's immediate family. However, anyone acquiring the Property described in Exhibit "C" in a transaction exempt from this right of first refusal shall themselves thereafter be subject to such right, and the documents of transfer shall so provide. 9.04. Should there be a sale or lease of property described in Exhibits "A", "B", or "C", or any parts thereof, Landlord reserves unto himself all crop bases, allotments, and history pertaining to any and all crops on the subject property as it may be extended administered under the programs of the Agricultural, Stabilization, and Conservation Service of the United States Department of Agriculture, as provided herein)well as all mineral interest in and to the subject property.

Right of First Refusal. IfAs long as Tenant is not in default beyond any notice and cure period, at Tenant shall have the right of first refusal throughout the Term of this Lease, including any time after extensions thereof, to purchase the end of Property, including the eighty fourth (84th) complete calendar month Building, upon the same terms and conditions under which Landlord is willing to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month sell same to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written third party purchaser. Landlord agrees upon receiving a bona fide third party offer (“offer”) to purchase the Premises Property to notify Tenant of the terms thereof and Tenant shall have fifteen ("Bona Fide Offer"), 15) business days from receipt of such notice and should Landlord desire a certified copy of such offer in which to accept elect to purchase the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and Property upon the same terms and conditions set forth as contained in the Bona Fide Offer. The such offer, provided however Tenant Offer shall be accompanied by execute a confidentiality agreement in commercially reasonable form and substance as a condition of receiving a copy of such offer. Should Tenant elect to purchase the Bona Fide Offer. Property, Landlord and Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer agree to Tenant. If the Tenant Offer is accepted, the execute a commercially reasonable purchase and sale shall be closed at the principal office of Landlord agreement within thirty (30) days after Tenant’s election and agree to close on the date set forth in said offer, but no sooner than 120 days after Tenant’s election and no later than 180 days after Tenant’s election. Failure of Tenant to elect in writing to purchase the Bona Fide Offer Property on such terms and conditions within said fifteen (15) business days shall render the option hereunder null and void and of no further force or at such other placeeffect. If Landlord does not then sell the Property on the same terms (excepting, time and date as Landlord and Tenant may agree uponhowever, by payment of a variation in the purchase price against conveyance in favor of the Premises free purchaser which is not greater than five (5%) percent) and clear close on the sale with the purchaser identified in the offer within one hundred eighty (180) days of liens the date of Landlord’s receipt of the offer from such purchaser, Tenant’s right set forth herein shall continue. It is understood that the rights granted in this Section 39 shall not apply to transfers of title to affiliates of Landlord (i.e., entities owned or controlled by principals of Landlord or its members) or Landlord’s principals. In the case of a transfer to an affiliate of Landlord or Landlord’s principal, Tenant’s rights hereunder shall continue in effect and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails shall be applicable to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide any sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale Property by such affiliate or principal. The rights of the Premises on exactly the same terms and conditions as are Tenant set forth herein may be made in the Bona Fide Offername of Tenant, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be its nominee or a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Permitted Transferee.

Right of First Refusal. If, at any time after Landlord hereby grants to Tenant the end continuing right of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer first refusal to purchase the Leased Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon under the terms and conditions offered by a third party to Landlord, which Landlord wants to accept. Tenant may exercise such right, by written notice to Landlord, given not later than fifteen (15) days after Tenant's receipt of written notice of the terms of such third-party offer from Landlord. Such notice from Landlord to Tenant shall be given to Tenant prior to Landlord accepting any offer to sell, must be in writing and must state the relevant terms and conditions of the offer. If Tenant timely accepts the Landlord's offer, then Landlord and Tenant shall enter into a purchase and sale agreement on the same terms of the offer and proceed to complete the sale from Landlord to Tenant on the terms of the offer or other mutually agreed upon terms and deadlines. If Tenant declines to exercise its right of first refusal or fails to timely respond within the fifteen (15) day period, then Landlord can proceed with sale of the Leased Premises to the party that made the offer, provided the sale is made for the same price and substantially same terms set forth in the Bona Fide Offer. The written offer provided by Landlord to Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal shall continue as set forth to all subsequent owners and sales, except as provided in this Article XXI shall be a continuing right and shall survive each Section. If Landlord changes the price or fails to close on the sale of the Leased Premises during within one year after Tenant declines or waives its Right of First Refusal, then Landlord shall again provide Tenant with written notice of such offer, Tenant shall again have the term hereof right to exercise its Right of First Refusal and the parties shall again follow the same procedures. This Right of First Refusal shall not apply to transfers by Seller (as it may be extended as provided herein)i) to G▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, (ii) to children of G▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, (iii) to entities owned or controlled by G▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ or children of G▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ or (iv) for tax or succession purposes.

Right of First Refusal. If(a) Except as otherwise provided in clause (f) of this Paragraph 34, at any time after and provided an Event of Default does not then exist, if Landlord shall enter into a contract for the end sale (the "Sale Contract") of the eighty fourth (84th) complete calendar month Leased Premises with a Third Party Purchaser, which Sale Contract shall be conditioned upon Tenant's failure to occur after the Commencement Date and before the end exercise its right under this Para▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ll give written notice to Tenant of the one hundred twentieth Sale Contract, together with a copy of the executed Sale Contract and the name and business address of the Third Party Purchaser. (120thb) complete calendar month For a period of fifteen (15) Business Days following receipt of such notice, Tenant shall have the right and option, exercisable by written notice to occur after the Commencement DateLandlord given within said fifteen (15) Business Day period, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to elect to purchase the Leased Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the purchase price and upon all the terms and conditions set forth in such Sale Contract except that no contingencies contained in such Sale Contract as to environmental assessments, engineering studies, inspection of the Bona Fide Offer. The Leased Premises, availability of financing, sale of other property, state of the title to or encumbrances on the Leased Premises, or any other condition or contingency to the Third Party Purchaser's obligation to purchase the Leased Premises which pertains to the condition of the Leased Premises, the Third Party Purchaser's ability to take certain action or any other factor beyond the control of Landlord, shall apply to Tenant's obligation to purchase the Leased Premises under this Paragraph 34, and Tenant Offer shall be accompanied by a copy obligated to purchase the Leased Premises without any such condition or contingency. (c) If at the expiration of the Bona Fide Offer. aforesaid fifteen (15) Business Day period Tenant shall have failed to exercise the aforesaid option, Landlord may accept sell the Tenant Offer by service of notice of acceptance on Landlord on or before Leased Premises to such Third Party Purchaser upon the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date terms set forth in such contract. (d) Except as otherwise specifically provided herein, the Bona Fide Offer closing date for any purchase of the Leased Premises by Tenant pursuant to this Paragraph 34 shall be the earlier to occur of (i) ninety (90) days after the date of Tenant's notice to Landlord of its intention to purchase the Leased Premises upon the terms of a Sale Contract or at (ii) the closing date provided in such other placeSale Contract. At such closing Landlord shall convey the Leased Premises to Tenant in accordance with, time and date as Landlord and Tenant may agree upon, by payment of shall pay to Landlord the purchase price against conveyance and other consideration set forth in, the applicable contract. (e) Tenant shall have the right during the Term to exercise the foregoing right of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide first refusal upon (i) each proposed sale of the Leased Premises prior to the bona fide prospective purchaser making seventh (7th) anniversary of the Bona Fide Offer in accordance date of this Lease and (ii) commencing with the terms thereofseventh (7th) anniversary of the date of this Lease one (1) time during the balance of the Term; provided, howeverthat if, that if Landlord fails to consummate following compliance with the sale procedure described in Paragraph 34(a), a Third Party Purchaser does not purchase the Leased Premises, such event shall not count as an exercise of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's Notwithstanding anything to the contrary, if Tenant fails to exercise the right of first refusal granted pursuant to this Paragraph 34, after the seventh (7th) anniversary of the date of this Lease and the sale to the Third Party Purchaser is consummated or if this Lease terminates or the Term expires, such right shall terminate and be null and void and of no further force and effect. In such event Tenant shall execute a quitclaim deed and such other documents as set forth Landlord shall reasonably request evidencing the termination of its right of first refusal. (f) The provisions of this Paragraph 34 shall not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Landlord's interest in this Article XXI shall be a continuing right and shall survive each the Leased Premises, (ii) any sale of the Leased Premises during pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord's interest in the term hereof Leased Premises is now or hereafter subject, (as it may be extended as provided hereiniii) any transfer of Landlord's interest in the Leased Premises to a Lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure, (iv) any transfer of the Leased Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Leased Premises to any Affiliate or subsidiary of Landlord or CPA:10, or to any fund sponsored by W.P. Care▇ & ▇o., Inc., W.P. Care▇ ▇▇▇orporated or any of their Affiliates, (vi) any Person to whom Landlord sells all or substantially all of its assets, or (vii) any transfer of the Leased Premises to any of the successors or assigns of any of the Persons referred to in the foregoing clauses (i) through (iv).

Right of First Refusal. IfIn the event Purchaser desires to sell the Property, Seller shall have a right of first refusal to repurchase the Property at any time after a price equal to the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive purchase price offer received by Purchaser from a bona fidefide third-party purchaser of the Property less the then current value of the land as mutually agreed to by the parties or, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied absence of such agreement, by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenantappraisal as follows. If the Tenant Offer parties are unable to reach agreement on the fair market value of the land within a twenty (20) day period, then within ten (10) days thereafter Seller shall name one appraiser and the Purchaser shall name a second appraiser. The appraisers so chosen will meet within ten (10) days after the second appraiser is acceptedappointed and if, within thirty (30) days after the second appraiser is appointed, the purchase and sale two appraisers are not able to agree upon the fair market value, they shall appoint a third appraiser. In the event the two appraisers are unable to agree upon such appointment within ten (10) days after the aforesaid time, then either party may, as promptly as possible thereafter, request the American Arbitration Association to appoint a third appraiser. The decision of the appraisers so chosen shall be closed given within a period of thirty (30) days after the appointment of such third appraiser. The decision in which any two appraisers so appointed and acting hereunder concur shall in all cases be binding and conclusive upon the parties. Each Party shall pay the fees and expenses of the original appraiser appointed by such party and the expenses of the third appraiser, if any, shall be borne equally by the parties. Any appraiser, no matter by whom designated, shall be a member in good standing, with the “MAI” designation, of the Appraisal Institute with at the principal office of Landlord on the date set forth least ten (10) years’ experience as a real estate appraiser in the Bona Fide Offer or at such other placeHampton Roads, time and date as Landlord and Tenant may agree upon, by payment Virginia area. Closing upon Seller’s exercise of its right of first refusal shall occur within ninety (90) days after the parties have determined the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; providedof this Section 46. Purchaser shall give Seller written notice of any bona fide offer to purchase the Property, however, and Seller shall have sixty (60) days from the date of such notice to give written notice to Purchaser that if Landlord fails Seller intends to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's exercise its right of first refusal. Tenant's This right of first refusal as set forth in this Article XXI shall expire forty (40) years after the date of Closing and shall be a continuing right included in the deed from Seller to Purchaser. WITNESS the following signatures and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein).seals:

Right of First Refusal. If, 28.1 If at any time during the Term, Landlord decides to sell the Premises to a third person, Landlord shall deliver to Tenant the terms on which Landlord intends to sell (“Proposed Offer”), and Tenant may, within twelve (12) calendar days after the end receipt by Tenant of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement DateProposed Offer, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer elect to purchase the Premises ("Bona Fide Offer")on the same terms as those set forth in such Proposed Offer by giving written notice to Landlord. If Tenant shall not accept such Proposed Offer and give written notice within the specified time, and should Landlord desire subject to accept the Bona Fide Offerlimitations described below, it the right of first refusal shall first make a written offer (cease to exist, but the "Tenant Offer") to sell said Premises to Tenant at Lease, as amended, shall continue otherwise on all of the price and upon the terms other terms, covenants, and conditions set forth in the Bona Fide Offer. The Lease. 28.2 If Tenant Offer shall be accompanied by a copy declines to exercise its right of first refusal after receipt of the Bona Fide Proposed Offer. Tenant may accept , and, thereafter Landlord should desire to sell the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth Premises for a purchase price that is at least five percent (30th5%) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, less than the purchase and sale shall be closed at the principal office of Landlord on the date price set forth in the Bona Fide Offer Proposed Offer, or at such on other placeterms and conditions that are materially more favorable to the buyer than those set forth in the Proposed Offer, time and date as Landlord shall provide Tenant with a right of first refusal on the revised terms; and Tenant may agree uponwithin twelve (12) days thereafter, by payment elect to purchase the Premises on the same terms as those set forth in that revised offer. 28.3 If Tenant declines to exercise its right of first refusal after receipt of the purchase price against conveyance Proposed Offer, and, thereafter, the proposed transfer or sale is not consummated, Tenant’s right of the Premises free first refusal shall apply to any subsequent transaction. If, however, said transfer or sale is, in fact, completed, then said right shall be extinguished and clear shall not apply to any subsequent transactions. 28.4 This right of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails first refusal shall apply to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide a sale of the Premises or any portion thereof, including but not limited to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; providedany sale, howeverdeed, that if conveyance, or grant of easement. 28.5 Landlord fails shall have no obligation to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's give Tenant a right of first refusal. : (i) during the period commencing with the giving of any notice of default under this Lease and continuing until said default is cured; (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given to Tenant's ); (iii) during the time Tenant is in breach of this Lease; or (iv) in the event that Tenant has been given three (3) or more notices of default under this Lease, whether or not the defaults are cured, during the twelve (12) month period immediately preceding the exercise of the right of first refusal. 28.6 This right of first refusal as set forth shall not apply to a transfer, by way of sale, gift, or devise, to or for a party related to Landlord, including a trust created by Landlord, or to any transfer, in whole or in part, from one such related party to another, but shall apply to any subsequent transfer to a third person. For this Article XXI purpose, if the then owner of the Premises shall be an individual, a “related party” shall include a spouse, lineal descendant or spouse of such descendant, ancestor, or sibling (whether by whole or half blood), a trust for the benefit of the then owner, a partnership or limited liability company of which such owner is a member, a joint ownership, or ownership in common, which includes the then owner of the Premises, or a corporation, the majority of whose securities is owned by the owner of the Premises, or any one or more of the foregoing parties. If the then owner of the Premises shall be a continuing right and corporation, a related party shall survive each sale include an affiliate, subsidiary or parent corporation, a successor by merger or consolidation, or the holder or holders of the majority of the securities of such corporation. 28.7 If the Premises during shall be conveyed to the term hereof (as it may Tenant under this right of first refusal, Rent and other charges shall be extended apportioned and adjusted as provided herein)in the Proposed Offer.

Right of First Refusal. If, at (i) Any Limited Partner who desires to transfer all or any time after portion of his Partnership Interest in the end of the eighty fourth Partnership (84tha “Selling Owner’’) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length fide third party purchaser who is not then a Limited Partner or General Partner shall obtain from such proposed third party purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer")such Partnership Interest, and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon stating the terms and conditions set forth in upon which the Bona Fide Offerpurchase is to be made and the consideration to be paid therefore. The Tenant Offer Selling Owner shall be accompanied give written notification to the remaining Partners, by certified mail or personal delivery, of his intention to so transfer such Partnership Interest, furnishing to the remaining Partners a copy of the Bona Fide Offeraforesaid written offer to purchase such Partnership Interest. (ii) The remaining Partners, and each of them, shall, on a basis pro rata to their Partnership Interests or on a basis pro rata to the Partnership Interests of those remaining Partners exercising their right of first refusal, have the right to exercise a right of first refusal to purchase all (but not less than all) of the Partnership Interest proposed to be sold by the Selling Owner upon the same terms and conditions as stated in the aforesaid written offer to purchase by giving written notification to the Selling Owner, by certified mail or personal delivery, of their intention to do so within ten (10) days after receiving written notice from the Selling Owner. Tenant may accept The failure of all of the Tenant Offer by service remaining Partners (or any one or more of notice them) to so notify the Selling owner of acceptance on Landlord on or before the thirtieth their desire to exercise this right of first refusal within said ten (30th10) day following delivery period shall result in the termination of the Tenant Offer to Tenant. If right of first refusal and the Tenant Offer is accepted, the purchase and sale Selling Owner shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails entitled to consummate the sale of the Premises on exactly Partnership Interest that was subject to the written offer to such third party purchaser. In the event the remaining Partners (or any one or more of the remaining Partners) give written notice to the Selling Owner of their desire to exercise this right of first refusal and to purchase all of the Selling Owner’s Partnership Interest that is the subject of the written offer upon the same terms and conditions as are set forth stated in the Bona Fide Offerwritten offer to purchase, the Premises remaining Partners shall again have the right to designate the time, date and place of closing, provided that the date of closing shall be within thirty (30) days after receipt of written notification from the Selling Owner of the third party offer to purchase. (iii) In the event of the purchase of the Selling Owner’s Partnership Interest by a third party purchaser, and as a condition to recognizing one or more of the effectiveness and binding nature of any such sale and (subject to Section 7.1(e)) substitution of a new Partner as against the Partnership or otherwise, the remaining Partners may require the Selling Owner and the proposed purchaser, or successor-in-interest, as the case may be to execute, acknowledge and deliver to the remaining Partners such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform al such other acts which the remaining Partners may deem necessary or desirable to: (A) constitute such purchaser, as a Partner or successor-in-interest as such; (B) confirm that the Person desiring to acquire the Partnership Interest, or to be admitted as a Partner, has accepted, assumed and agreed to be subject to Tenant's right and bound by all of first refusal. Tenant's right the terms, obligations and conditions of first refusal this Agreement, as set forth amended; (C) preserve the Partnership after the completion of such sale, transfer, assignment or substitution under the laws of each jurisdiction in which the Partnership is qualified, organized or does business; (D) maintain the status of the Partnership as a partnership for federal tax purposes; and (E) assure compliance with any applicable state and federal laws, including securities laws and regulations. (iv) Any sale of an Partnership Interest or admission of a Partner in compliance with this Article XXI Section 7.1(c) shall be a continuing right and shall survive each sale deemed effective as of the Premises during last day of the term hereof (calendar month in which the remaining Partners’ consent thereto was given. The transferring Partner agrees, upon request of the remaining Partners, to execute such certificates or other documents and perform such other acts as it may be extended reasonably requested by the remaining Partners from time to time in connection with such sale, transfer, assignment, or substitution. The Selling Partner hereby indemnifies the Partnership and the remaining Partners against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as provided hereina result of any transfer of purported transfer in violation of this Section 7.1(c).

Right of First Refusal. If, at In the event that Landlord should elect to sell all or any time after the end portion of the eighty fourth (84th) complete calendar month Premises during the Term, whether separately or as a part of a larger parcel of which the Premises may be a part, Tenant shall have the right of first refusal to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a meet any bona fide written offer to purchase the Premises (an "Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth such Offer. If the Offer covers other property in addition to the Premises, then the purchase price for the Premises or portion thereof shall be separately stated, and Tenant shall have the right to acquire the Premises or portion thereof without acquiring such other property. The Offer may, at Landlords option, either be in the Bona Fide Offerform of a (i) term sheet or letter of intent setting forth the essential terms and conditions of the proposed purchase and sale transaction ("LOI"), the Premises shall again be subject to Tenant's right of first refusalor (ii) fully negotiated purchase and sale agreement ("Agreement"). Tenant's election to purchase the Premises or portion thereof shall be exercised by Tenant's delivery to Landlord of a notice of exercise, together with (a) a purchase and sale agreement for the Premises or portion thereof on the same terms and conditions contained in the LOI if the Offer shall be in the form of the LOI, or (b) the Agreement signed by Tenant if the Offer shall be in the form of the Agreement and (c) any earnest money deposit required to be deposited pursuant to the terms ▇▇▇ ▇▇nditions of the LOI or Agreement. Upon Tenant's failure to accept the Offer by delivery of the items referenced in the previous sentence within ten (10) days after Tenant's receipt of the Offer from Landlord, then Landlord shall be free to sell the Premises or portion thereof to such third party in accordance with the terms and conditions of the Offer. If Tenant does not exercise its right of first refusal as provided in this paragraph, and Landlord does not close the transaction on the same business terms and conditions contained in the Offer within one hundred eighty (180) days after the notice thereof to Tenant, then such transaction shall not take place and the requirements of this paragraph shall remain in full force and effect as to any future Offers. In furtherance of the foregoing but not in limitation thereof, if the Offer is in the form of the LOI and the purchase and sale agreement entered (or to be entered into) between Landlord and the prospective purchaser is on business terms and conditions which are materially different than those set forth in this Article XXI the LOI, then such purchase and sale agreement shall constitute a new Offer which shall be subject to the provisions of this paragraph. The covenants of this paragraph are of a continuing right nature and shall survive each sale not be exhausted by one or more sales of the Premises during Premises. This right of first refusal shall not apply to the term hereof (as it may be extended as provided herein)reorganization, merger, stock sales or transfers, membership transfers or sales of Landlord.

Right of First Refusal. If(a) Except as otherwise provided in Paragraph 36(e), at any time after and provided an Event of Default does not then exist, if Landlord shall enter into a contract (the end "Sale Contract") for the sale of the eighty fourth (84th) complete calendar month entire Leased Premises with a Third Party Purchaser, which Sale Contract shall be conditioned upon Tenant's failure to occur after exercise its right under this Paragraph 36, then promptly following the Commencement Date and before the end execution thereof, Landlord shall give written notice to Tenant, together with a copy of the one hundred twentieth executed Sale Contract. (120thb) complete calendar month For a period of fifteen (15) days following receipt of such notice, Tenant shall have the right and option, exercisable by written notice to occur after the Commencement DateLandlord given within said fifteen (15) day period, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to elect to purchase the Leased Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the purchase price and upon all the terms and conditions set forth in the Bona Fide Offer. The Sale Contract except that no contingencies contained in such Sale Contract as to environmental assessments, engineering studies, inspection of the Leased Premises, availability of financing, sale of other property, state of the title to or encumbrances on the Leased Premises, or any other condition or contingency to the Third Party Purchaser's obligation to purchase the Leased Premises which pertains to the condition of the Leased Premises, the Third Party Purchaser's ability to take certain action or any other factor beyond the control of Landlord, shall apply to Tenant's obligation to purchase the Leased Premises under this Paragraph 36, and Tenant Offer shall be accompanied by a copy obligated to purchase the Leased Premises without any such condition or contingency. (c) If at the expiration of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth aforesaid fifteen (30th15) day following delivery of period Tenant shall have failed to exercise the Tenant Offer aforesaid option, Landlord may sell the Leased Premises to Tenant. If such Third Party Purchaser upon the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date terms set forth in such contract. (d) Except as otherwise specifically provided herein, the Bona Fide Offer closing date for any purchase of the Leased Premises by Tenant pursuant to this Paragraph 36 shall be the later to occur of (i) ninety (90) days after the date of Tenant's notice to Landlord of its intention to purchase the Leased Premises upon the terms of a Sale Contract with a Third Party Purchaser or at (ii) the closing date provided in such other placeSale Contract. At such closing Landlord shall convey the Leased Premises to Tenant in accordance with, time and date as Landlord and Tenant may agree upon, by payment of shall pay to Landlord the purchase price against conveyance and other consideration set forth in, the applicable Sale Contract. (e) Tenant shall have the right to exercise the foregoing right of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide first refusal (i) upon each proposed sale of the Leased Premises prior to the bona fide prospective purchaser making tenth (10th) anniversary of the Bona Fide Offer Commencement Date and (ii) notwithstanding the lack of exercise by Tenant in accordance with (i) above, one (1) time after the terms thereoftenth (10th) anniversary of the Commencement Date; provided, howeverthat, that if Landlord fails to consummate following compliance with the sale procedure described in this Paragraph 36, a Third Party Purchaser does not purchase the Leased Premises, such event shall not count as an exercise of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's Notwithstanding anything to the contrary, if Tenant fails to exercise the right of first refusal granted pursuant to this Paragraph 36(e), subsection (ii), after the tenth (10th) anniversary of the Commencement Date and the sale to the Third Party Purchaser is consummated, or if the Term of this Lease shall terminate or expire, such rights of first refusal granted pursuant to this Paragraph 36 shall terminate and be null and void and of no further force and effect. (f) If Tenant does not exercise its right of first refusal to purchase the Leased Premises and the Leased Premises are transferred to a Third Party Purchaser, Tenant will attorn to such Third Party Purchaser as set forth Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of such transfer and the Third Party Purchaser assumes the obligations of Landlord under this Article XXI Lease. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. (g) The provisions of this Paragraph 36 shall be a continuing right and shall survive each not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Landlord's interest in the Leased Premises, (ii) any sale of the Leased Premises during pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord's interest in the term hereof Leased Premises is now or hereafter subject, (as it may be extended as provided hereiniii) any transfer of Landlord's interest in the Leased Premises to a Lender, beneficiary under deed of trust or other holder of a security interest therein by deed in lieu of foreclosure, (iv) any transfer of the Leased Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Leased Premises to any affiliate of Landlord or to any entity for whom W.P. ▇▇▇▇▇ & Co., Inc., W.P. ▇▇▇▇▇ Incorporated or any of their affiliates provides management services or investment advice, (vi) any Person to whom Landlord sells all or substantially all of its assets, or (vii) any transfer of the Leased Premises to any of the successors or assigns of any of the Persons referred to in the foregoing clauses (i) through (vi).

Right of First Refusal. IfIn the event that a third party (“Offeror”), at other than an Affiliate of Seller, offers to purchase or acquire the PPH Shares or any time after portion thereof then held by Seller (subject to Section ‎5.5 hereof; the end “Offered Shares”), PPHE Hotel (or its assignee, each of PPHE Hotel and the eighty fourth (84thassignee, shall be referred to in this Section as the “PPH Purchaser”) complete calendar month to occur after the Commencement Date and before the end shall have a right of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer first refusal to purchase the Premises Offered Shares, but not less than all of them, at the same price and terms as offered by the Offeror ("Bona Fide Offer"“Right of First Refusal”), and should Landlord desire to accept the Bona Fide Offer, it . Seller shall first make provide PPHE Hotel with a written offer notice (“Transfer Notice”) of the "Tenant Offer") Offeror’s intent to sell said Premises purchase the Offered Shares, which notice shall include the number of PPH Shares to Tenant at be purchased and the price per share to be paid by the Offeror and upon any other terms deemed relevant by Seller. PPH Purchaser shall have 10 days from the terms and conditions set forth date PPHE Hotel receives the Transfer Notice to notify Seller in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy writing of its intention to purchase all of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance Offered Shares on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth those offered by the Offeror and the identity of the PPH Purchaser. To the extent that the PPH Purchaser notifies Seller of its intention to so purchase the Offered Shares in accordance with the Bona Fide Offerforegoing within such 10 day period, the Premises PPH Purchaser shall again be subject purchase all of the Offered Shares on the same terms and conditions as those of the Offeror no later than 5 days from the date the PPH Purchaser provides Seller with its written notice of its intent to Tenant's right of first refusalpurchase the Offered Shares. Tenant's right of first refusal as set forth In the event that the PPH Purchaser does not notify Seller within such 10 day period that it intends to purchase the Offered Shares in this Article XXI accordance with the foregoing, or PPHE Hotel notifies Seller in writing that it will not purchase the Offered Shares within such 10 day period, then Seller shall be a continuing right entitled to consummate the sale and shall survive each transfer of the Offered Shares with the Offeror, provided that if Seller does not consummate the sale of the Premises during Offered Shares within 60 days of providing the term hereof (as Transfer Notice it may be extended as provided herein)will offer to PPHE Hotel again the Right of First Refusal. The Right of First Refusal hereunder shall not derogate from the right to exercise the Call Option in accordance with the provisions of Section ‎5.1.

Right of First Refusal. If(a) Landlord shall provide notice ("Market Notice") to Tenant if Landlord intends to market the Leased Premises or either Related Premises for sale. Except as otherwise provided in Paragraph 35(e), at any time after and provided an Event of Default does not then exist, if Landlord shall enter into a contract (the end "Sale Contract") for the sale of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end entire Leased Premises or for either of the one hundred twentieth (120th) complete calendar month Related Premises with a Third Party Purchaser, which Sale Contract shall be conditioned upon Tenant's failure to occur after exercise its right under this Paragraph 35, then promptly following the Commencement Date, and while this Lease is in full force and effectexecution thereof, Landlord should receive from shall give written notice to Tenant, together with a bona fidecopy of the executed Sale Contract. (b) For a period equal to the greater of (i) thirty (30) days following receipt of such executed Sale Contract or (ii) ninety (90) days following a market receipt of a Market Notice, arm's-length purchaser a bona fide Tenant shall have the right and option, exercisable by written offer notice to Landlord given within said thirty (30) day period, to elect to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept which are the Bona Fide Offer, it shall first make a written offer subject of such Sale Contract (the "Tenant OfferSale Premises") to sell said Premises to Tenant at the purchase price and upon all the terms and conditions set forth in the Bona Fide Offer. The Sale Contract except that no contingencies contained in such Sale Contract as to environmental assessments, engineering studies, inspection of the Sale Premises, availability of financing, sale of other property, state of the title to or encumbrances on the Sale Premises, or any other condition or contingency to the Third Party Purchaser's obligation to purchase the Sale Premises which pertains to the physical condition of the Sale Premises, shall apply to Tenant's obligation to purchase the Sale Premises under this Paragraph 35, and Tenant Offer shall be accompanied by a copy obligated to purchase the Sale Premises without any such condition or contingency. (c) If at the expiration of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth aforesaid thirty (30th30) day following delivery of period Tenant shall have failed to exercise the Tenant Offer aforesaid option, Landlord may sell the Sale Premises to Tenant. If such Third Party Purchaser upon the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date terms set forth in such contract. (d) Except as otherwise specifically provided herein, the Bona Fide Offer closing date for any purchase of the Sale Premises by Tenant pursuant to this Paragraph 35 shall be the later to occur of (i) ninety (90) days after the date of Tenant's notice to Landlord of its intention to purchase the Sale Premises upon the terms of a Sale Contract with a Third Party Purchaser or at (ii) the closing date provided in such other placeSale Contract. At such closing Landlord shall convey the Sale Premises to Tenant in accordance with, time and date as Landlord and Tenant may agree upon, by payment of shall pay to Landlord the purchase price against conveyance and other consideration set forth in, the applicable Sale Contract. (e) Tenant shall have the right to exercise the foregoing right of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide first refusal upon (i) each proposed sale of the Leased Premises prior to the bona fide prospective purchaser making fifteenth (15th) anniversary of this Lease and (ii) notwithstanding the Bona Fide Offer lack of exercise by Tenant in accordance with (i) above, one (1) time after the terms thereoffifteenth (15th) anniversary of this Lease; provided, howeverthat if, that if Landlord fails to consummate following compliance with the sale procedure described in this Paragraph 35, a Third Party Purchaser does not purchase the Leased Premises, such event shall not count as an exercise of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's Notwithstanding anything to the contrary, if Tenant fails to exercise the right of first refusal granted pursuant to this Paragraph (c), subsection (ii), after the fifteenth (15th) anniversary of this Lease and the sale to the Third Party Purchaser is consummated, or if the Term of this Lease shall terminate or expire or a Lease Bifurcation occurs that is requested by, or a result of Tenant's act, such rights of first refusal granted pursuant to this Paragraph 36 shall terminate and be null and void and of no further force and effect. In such event Tenant shall execute a quitclaim deed and such other documents as set forth Landlord shall reasonably request evidencing the termination of its right of first refusal. (f) If Tenant does not exercise its right of first refusal to purchase the Sale Premises and the Sale Premises are transferred to a Third Party Purchaser, Tenant will attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. (g) The provisions of this Article XXI Paragraph 35 shall be a continuing right and shall survive each not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Landlord's interest in the Leased Premises, (ii) any sale of the Leased Premises during pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord's interest in the term hereof Leased Premises is now or hereafter subject, (as it may be extended as provided herein).iii) any transfer of Landlord's interest in the Leased Premises to a Lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure, (iv) any transfer of the Leased Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Leased Premises to any affiliate of Landlord or to any entity for whom W.P. Care▇ & ▇o., Inc., W.P. Care▇ ▇▇▇orporated or any of their affiliates provides management services or investment advice, (vi) any Person to whom Landlord sells all or substantially all of its assets, or

Right of First Refusal. 8.1 If Borrower proposes to sell prior to the Maturity Date its interest in Acreage Florida, Inc. (the “Offered Interests”) to a proposed transferee, the Borrower shall first obtain a binding written offer (the “Offer”) to purchase the Offered Interests for a fixed price to be paid in full in cash at closing signed by the prospective purchaser. Borrower shall then provide Lender with written notice of the proposed transfer (the “First Offer Notice”) which shall attach the Offer. Upon receipt of the First Offer Notice, the Lender shall have a period of ten (10) days (the “First Refusal Notice Period”) to provide written notice (the “First Refusal Response”) to the Borrower as to whether the Lender will agree to acquire in the aggregate all, but not less than all, of the Offered Interests on the terms set forth in the Offer. If, at any time after prior to the end of the eighty fourth (84th) complete calendar month First Refusal Notice Period, the Lender provides a First Refusal Response to occur after the Commencement Date and before Borrower with the end effect that the Lender will in the aggregate acquire all, but not less than all, of the one hundred twentieth (120th) complete calendar month to occur after Offered Interests, then Borrower shall sell the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises Offered Interests to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises Lender on exactly the same terms and conditions as are set forth out in the Bona Fide Offer, First Offer Notice and closing on such sale of the Premises Offered Interests shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as occur within the timeframe set out in the First Offer Notice and on a date specified by the Lender. 8.2 In the event that Borrower has completed the process set forth in this Article XXI shall be a continuing right subsection 8.1 above, and shall survive each sale the Lender has not exercised its rights to acquire all, but not less than all, of the Premises during Offered Interests prior to the term hereof (expiry of the First Refusal Notice Period, then Borrower may transfer the Offered Interests to the proposed transferee as it may be extended as provided herein)contemplated in the Offer.

Right of First Refusal. IfIf a Stockholder other than North Castle I, NCP I Sub, North Castle I–A or North Castle II (a “Selling Holder”) desires to make a Permitted Transfer pursuant to clause (v) of Section 3(a) following an offer (which offer must be in writing, be irrevocable by its terms for at least 15 Business Days and be a bona fide offer) from any prospective purchaser to purchase all or any part of the Common Stock owned by such Selling Holder, such Selling Holder shall give notice (the “Notice of Offer”) in writing to the Board and to North Castle I, NCP I Sub, North Castle I–A or North Castle II (i) designating the number of shares of Common Stock that such Selling Holder proposes to sell (the “Offered Shares”), (ii) naming the prospective purchaser thereof (the “Designated Purchaser”) and (iii) specifying the price (the “Offer Price”) and terms (the “Offer Terms”) upon which such Selling Holder desires to sell the same. During the 15 Business Day period following receipt of such notice by the Company, North Castle I, NCP I Sub, North Castle I–A and North Castle II (the “Refusal Period”) such Selling Holder shall not be permitted to accept such offer, but may submit a new Notice of Offer in respect of any revised offer in accordance with and subject to this Section 3(c). During the Refusal Period, North Castle I, NCP I Sub, North Castle I–A or North Castle II or any Affiliate of North Castle I, including any pooled investment vehicle organized by the managing member of North Castle I or by any of its Affiliates shall have the right to purchase from the Selling Holder at the Offer Price and on the Offer Terms all, but not less than all, of the Offered Shares, provided that (A) North Castle I-A shall not be entitled to exercise such right until North Castle I and NCP I Sub have each issued written notices stating that it will not exercise such right, (B) North Castle II shall not be entitled to exercise such right until North Castle I, NCP I Sub and North Castle I-A have each issued written notices stating that it will not exercise such right and (C) any other Affiliate of North Castle I shall not be entitled to exercise such right until North Castle I, NCP I Sub, North Castle I–A and North Castle II have each exercised written notices stating that it will not exercise such right. The right provided hereunder shall be exercised by written notice to the Selling Holder and the Company given at any time after during the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to TenantRefusal Period. If such right is exercised, North Castle I, NCP I Sub, North Castle I–A or North Castle II or any Affiliate of North Castle I shall deliver to the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by Selling Holder payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer Price in accordance with the terms thereof; providedOffer Terms, howeveragainst delivery of appropriately endorsed certificates or other instruments representing the Offered Shares. If North Castle I, that if Landlord NCP I Sub, North Castle I–A or North Castle II or any Affiliate of North Castle I fails to consummate subscribe for the sale of Offered Shares during the Premises on exactly the same terms and conditions as are set forth in the Bona Fide OfferRefusal Period, the Premises shall again be subject Selling Holder may sell to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right the Designated Purchaser the Offered Shares at the Offer Price and shall survive each sale of on the Premises during the term hereof (as it may be extended as provided herein)Offer Terms.

Right of First Refusal. IfIn the event Hynix wishes to sell or otherwise dispose of all or any part of the Hynix Equipments, Hynix New Analysis Equipments, KrF Scanner, ArF Scanner or any other equipment that is the subject matter of this Agreement (collectively, the “Used Equipments”) at any time after during the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement DateTerm, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it Hynix shall first make an offer for sale of such Used Equipments to NewCo by giving NewCo a written offer (notice setting forth the "Tenant Offer") to sell said Premises to Tenant at the purchase price and upon the other terms and conditions set forth thereof (“Notice of Sale”). NewCo shall notify Hynix in writing whether NewCo accepts or rejects such offer made by Hynix in the Bona Fide OfferNotice of Sale within thirty (30) days after the receipt thereof (such thirty-day period, the “Notice Period”). The Tenant Offer Unless NewCo accepts in writing such offer made by Hynix in the Notice of Sale prior to the expiration of the Notice Period, Hynix shall be accompanied by free to sell or otherwise dispose of all or any part of such Used Equipments offered through the Notice of Sale to a copy third party within thirty (30) days from the date of expiration of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofNotice Period; provided, however, that if Landlord fails such sale or disposal to consummate a third party shall not be made under the sale of the Premises on exactly the same terms and conditions as are set forth more favorable than the offer made to NewCo in the Bona Fide OfferNotice of Sale. If Hynix sells or otherwise disposes of any of such Used Equipments (other than Hynix Measurement Equipments A) to a third party, then, to the Premises extent Hynix replaces such equipment with equipment that is substitutive thereof, NewCo shall again be subject have the option to Tenant's right use such replacement equipment on terms and conditions consistent with the terms and conditions of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale NewCo’s use of the Premises during equipment that was sold or disposed of (with the term fees being calculated in accordance with Appendix I or II hereof), and to the extent Hynix does not replace such equipment, Hynix shall provide NewCo with the use of alternative equipment that is substantially the same as the equipment that was sold or disposed of on terms and conditions consistent with the terms and conditions of NewCo’s use of the equipment that was sold or disposed of (with the fees being calculated in accordance with Appendix I or II hereof); provided, however, that Hynix shall not be obligated to provide NewCo with the use of such alternative equipment following the third anniversary of the date hereof (as it may be extended as provided herein)if NewCo has rejected the offer made in a Notice of Sale with respect to the applicable Used Equipment.

Right of First Refusal. If, at any time The Company for a period expiring ninety (90) days after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Closing Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written hereby grants to the Buyer the right of first offer to purchase all (or any part) of New Securities (as defined herein) which the Premises ("Bona Fide Offer")Company may, from time to time, propose to sell and should Landlord desire issue. This right of first offer shall be subject to accept the Bona Fide Offerfollowing provisions: In the event the Company proposes to issue New Securities, it shall first make a give Buyer written offer notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Buyer shall have three (3) days from the "Tenant Offer") date of receipt of any such notice to sell said Premises agree to Tenant at purchase such New Securities for the price and upon the general terms and conditions set forth specified in the Bona Fide Offernotice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. The Tenant Offer shall be accompanied by a copy sale of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer New Securities to Tenant. If the Tenant Offer is accepted, the purchase and sale Buyer shall be closed within ten (10) days of Buyer's notice to the Company agreeing to purchase such New Securities. In the event the Buyer fails to exercise the right of first offer with respect to all of the available New Securities proposed to be sold by the Company within said three (3) day period or in the event Buyer fails to close within ten (10) days of Buyer's notice to the Company agreeing to purchase such New Securities, the Company shall have 30 days thereafter to enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at the principal office of Landlord on all, within 45 days from the date set forth of said agreement), to sell the New Securities respecting which the Buyer's option was not exercised, at a price and upon general terms no more favourable to the purchasers thereof than specified in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises Company's notice to the bona fide prospective purchaser making Buyer. In the Bona Fide Offer event the Company has not entered into an agreement to sell the New Securities within said 30 day period (or sold and issued New Securities in accordance with the terms thereof; providedforegoing within 45 days from the date of said agreement), howeverthe Company shall not thereafter, that if Landlord fails during the period of Right of First Refusal, issue or sell any New Securities, without first offering such securities to consummate the sale of the Premises on exactly the same terms and conditions as are set forth Buyer in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as manner provided herein)above.

Right of First Refusal. Subject to Section 4(d), Purchaser shall only be entitled to transfer all or any portion of its, his or her Securities if Purchaser first complies with all of the provisions of this Section 4: (a) If Purchaser desires to sell all or any portion of its, his or her Securities and has received an arms-length, bona fide offer to purchase such Securities, the undersigned shall deliver to the Company a written notice specifying the number and type of Securities to be sold, the name and address of the proposed purchaser or purchasers of such Securities, the price per Security offered by such proposed purchaser and the other material terms and conditions of each proposed sale (the "Sale Notice"). (b) The Company or, at its option, any assignee thereof, shall have the right to purchase from the undersigned all (and not less than all) of the Securities which the undersigned proposes to sell as described in the Sale Notice. The Company's or such assignee's right shall be exercisable within, and shall expire after, the 30 calendar day period commencing on the date of the Company's receipt of the Sale Notice. If the Company or such assignee desires to exercise its right, it shall do so by delivering to the undersigned a notice specifying such exercise. The sale and purchase of Securities from the undersigned to the Company or its assignee pursuant to this Section 4(b) shall be at the price per Security and subject to the terms and conditions specified in the Sale Notice. (c) If, after complying with the applicable provisions of this Section 4, the Company or its assignee does not exercise its right to purchase all of the Securities offered by the undersigned, then Purchaser shall have the right, at any time within 60 days after the end expiration of the eighty fourth (84th) complete Company's or its assignee's 30-calendar month day exercise period to occur after the Commencement Date and before the end dispose of the one hundred twentieth (120th) complete calendar month number and type of Securities to occur after the Commencement Date, and while this Lease is person described in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant Sale Notice at the price per Security and upon subject to all of the terms and conditions specified in the Sale Notice. If the sale is not completed within such 60 day period, or the sale is not to be consummated at a price per Security at least equal to the price set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance Sale Notice or otherwise on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth not more favorable to the proposed purchaser than specified in the Bona Fide OfferSale Notice, then the Premises Securities shall not be sold by the undersigned except after compliance again be subject to Tenant's right with the provisions of first refusal. Tenantthis Section 4. (d) The Company's right of first refusal under this Section 4 shall terminate as set forth to any Securities upon such time at which such Securities held by Purchaser can be sold in this Article XXI shall be a continuing right and shall survive each sale any three-month period without registration in compliance with Rule 144(k) of the Premises during the term hereof (Securities Act of 1933, as it may be extended as provided herein)amended.

Right of First Refusal. IfExcept (a) in connection with a collateral assignment under clause (a) of Section 11.2 above or (b) in connection with any foreclosure sale or deed in lieu of foreclosure in connection with the exercise of remedies under such collateral assignment, at SCE shall have the right of first refusal with respect to any time after the end proposed assignment by Lessee of all or any portion of its interest in this Lease (including any deemed assignment resulting from any change of control of a Party or transfer of ownership interest in Lessee pursuant to Section 11.2 above excluding, in either case, any assignment or transfer to an entity that holds an ownership interest in Lessee as of the eighty fourth (84th) complete calendar month to occur after Effective Date). In the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser event ▇▇▇▇▇▇ receives a bona fide written offer from an unaffiliated third party to purchase all or any portion of the Premises interest of Lessee in this Lease that Lessee desires to accept, Lessee shall provide SCE with a copy of the bona fide third party purchase offer within five ("Bona Fide Offer")5) Business Days following receipt thereof. For a period of ninety (90) days following SCE’s receipt of the bona fide third party purchase offer, and should Landlord desire SCE shall have the right to accept purchase such interest as set forth in the Bona Fide Offer, it shall first make a written offer (on the "Tenant Offer") to sell said Premises to Tenant at the price and upon the same terms and conditions set forth in such offer and to conduct due diligence regarding the Bona Fide Offercontemplated purchase. The Tenant Offer In the event that SCE elects to exercise its right, SCE and Lessee shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, close the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of interest in this Lease upon the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth contained in the Bona Fide Offer, offer. In the Premises shall again be event that SCE elects not to exercise its right and subject to Tenant's SCE’s prior written consent under Section 11.2 above, Lessee shall be free to sell such interest to the third party that made the offer on terms and conditions no more favorable to Lessee than those contained in the offer. In the event that such sale is not consummated within twenty-four (24) months following SCE’s failure to exercise this right of first refusal. Tenant's , then SCE’s right of first refusal as set forth shall be revived with respect to seek sale. In the event that there is a material revision in any offer in favor of any prospective purchaser, then SCE’s right of first refusal shall be revived so that SCE again has the right of first refusal to purchase the interest in this Article XXI shall be a continuing right and shall survive each sale of Lease on the Premises during the term hereof (as it may be extended as provided herein)revised terms.

Right of First Refusal. If, at In the event that any time after partner (hereinafter referred to as the end of the eighty fourth (84th“Selling Partner”) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should shall receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase all or part of his, her or its interest in the Premises Partnership ("Bona Fide Offer"the “Offered Interest”) which the Selling Partner desires to accept, the Selling Partner shall promptly give written notice thereof to the other Partners (which notices shall be given on the same day), which notice shall contain the name and should Landlord desire to accept address of the Bona Fide Offerproposed purchaser and (if such proposed purchaser is not an individual) of the ultimate beneficial owner or owners of the proposed purchaser and all material terms and conditions of the offer, it shall first make a including true and correct copies of any written offer (and other relevant correspondence. The notice shall be accompanied by an offer by the "Tenant Offer") Selling Partner to sell said Premises the Offered Interest to Tenant the notified Partners pursuant to the offer tendered by the proposed purchaser. The Selling Partner shall promptly provide such additional information to the notified Partners with respect to the identity of the proposed purchaser, its financial standing, and such other information as may reasonably be requested by the notified Partners. The Partners receiving such offer shall have the right, exercisable by delivery of notice in writing to the Selling Partner within sixty (60) days after receipt of such notice and offer, to elect to purchase the Offered Interest at the price and upon the same terms and conditions set forth contained in the Bona Fide Offeroffer tendered by the proposed purchaser. The Tenant Offer In the event that two or more Partners elect to exercise their respective rights to purchase, then the Selling Partner shall sell the Offered Interest to all such Partners on a pro rata basis, with each such Partner purchasing that portion of the Offered Interest which bears the same ratio to the Offered Interest as such Partner’s Percentage Interest bears to the sum of the Percentage Interests of all Partners electing to exercise such rights to purchase. To the extent that all of the other Partners shall fail to exercise their respective rights to purchase the Offered Interest within the time and in the manner hereinbefore provided, the Selling Partner shall be accompanied by a copy free to complete the sale of the Bona Fide Offer. Tenant may accept unpurchased portion of the Tenant Offer by service Offered Interest to the proposed purchaser upon the terms and conditions contained in the offer submitted to the other Partners, within ninety (90) days after the expiration of notice of acceptance on Landlord on or before the thirtieth initial sixty (30th60) day following delivery of the Tenant Offer to Tenantperiod. If the Tenant Offer sale is acceptedconcluded with the proposed purchaser, the purchase and sale proposed purchaser shall be closed at bound by all of the principal office terms and conditions of Landlord this Agreement with the same force and effect as if the proposed purchaser had been a signatory and an original party to this Agreement. The proposed purchaser shall, by written instrument delivered to the other Partners, expressly assume the obligations of the Selling Partner that are attributable to the Offered Interest, except those obligations which are not enforceable personally against the Selling Partner but only by foreclosure of a lien or encumbrance on the date set forth property or assets of the Partnership. In the event of any change in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment identity of the purchase price against conveyance proposed purchaser or in the price, terms or conditions of the Premises free offer, or in the event that the sale to the proposed purchaser is not completed in the manner and clear of liens within the time hereinabove provided, the Selling Partner may not sell or otherwise alienate his interest to anyone unless and encumbrances of every kind and description except as permitted until a new offering notice shall be given by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises Selling Partner to the bona fide prospective purchaser making the Bona Fide Offer other Partners, in accordance with the terms thereof; providedprocedure hereinabove provided in this Section 7.4. Notwithstanding any provision of this Section 7.4 to the contrary, however, that if Landlord fails to consummate the sale a proposed purchaser shall only be admitted as a member of the Premises on exactly Partnership pursuant to the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right provisions of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Section 7.3 hereof.

Right of First Refusal. IfAnything in this Lease contained to the contrary notwithstanding, and without in any manner affecting or limiting any of the rights, privileges, options or estates granted to Tenant under this Lease, it is agreed that if the Landlord at any time after during the end term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a receives one or more bona fide written offer offers from third parties to purchase the Premises ("Bona Fide Offer")Property, and should if any such offer is acceptable to the Landlord, then Landlord desire agrees to accept notify Tenant in writing, giving the Bona Fide Offername and address of the offerer, it shall first make a written offer (and the "Tenant Offer") to sell said Premises to Tenant at the price and upon the price, terms and conditions of such offer, and Tenant shall have thirty (30) days from and after the receipt of such notice from Landlord in which to elect to purchase the Property for the consideration contained in the bona fide offer. If Tenant does not elect to purchase the Property and Landlord thereafter sells the Property, the purchaser shall take the Property, subject to and burdened with all the terms, provisions and conditions of this Lease, including this Paragraph 7 and the rights of the Tenant under this Lease as against the new owner shall not be lessened or diminished by reason of the change of ownership. Tenant’s failure at any time to exercise its option under this Paragraph shall not affect this Lease or the continuance of Tenant’s rights and options under this Paragraph or any other Paragraph. In the event Tenant elects to purchase the Property as provided in this Lease, then Landlord shall, within thirty (30) days after receipt of such notice of election by Tenant, deliver to Tenant a title insurance policy in the amount of the consideration set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied such offer, issued by a copy responsible title guarantee company, showing a good and marketable title in Landlord. If Landlord fails or refuses to furnish the title policy, then Tenant may, at its election, procure the same at Landlord’s expense, and in the amount of the Bona Fide Offerpurchase price, and deduct the cost thereof from the cash consideration to be paid for the Property. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth shall have thirty (30th30) day following delivery days after receipt of the Tenant Offer title policy in which to examine the title and notify the Landlord whether or not the title is acceptable to Tenant. If Tenant is willing to accept Landlord’s title and consummate the purchase, then Landlord shall, within ten (10) days after written notice thereof from Tenant, convey the Property to Tenant Offer is acceptedby general warranty deed, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of all liens and encumbrances of every kind and description except as permitted by the Tenant Offerencumbrances. If Tenant fails is not willing to fully accept Landlord’s title, Tenant shall make any objections thereto in writing to Landlord and timely accept Landlord shall be allowed one hundred twenty days (120) from the date of said written objections thereto, Tenant may, at its election, take such action, including instigation of legal process (in which the Landlord agrees to participate) to remedy any such defect in title making such acceptable to Tenant, and to deduct all cost thereof from the cash consideration to be paid for the Property. If the Tenant Offer as herein providedis unable to correct such objections or elects not to attempt such remedy, Landlord may make the bona fide sale of the Premises neither party shall be held liable for damages to the bona fide prospective purchaser making other party and both parties shall be released of all liabilities and obligations under this Property. As the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offeris a limited liability company, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI Paragraph 7 shall be a continuing right also apply to the sale by the Landlord member’s of any or all of their membership interests in the Landlord and shall survive each sale neither the members nor the Landlord can transfer any membership interests nor issue additional membership interests, without first complying with the terms of the Premises during the term hereof (as it may be extended as provided herein)this Paragraph 7.

Right of First Refusal. If, at any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date 4. The Owner covenants and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written agrees as follows: a. The Owner will not sell or offer to purchase sell any Employee Unit for any consideration not consisting entirely of lawful money of Canada; b. If the Premises ("Owner receives a Bona Fide Offer")Offer to purchase any Employee Unit which the Owner is willing to accept, and should Landlord desire then the Owner will offer to accept sell the Bona Fide OfferEmployee Unit to the Municipality on the terms that are set out in section 5 of this Agreement, it shall first make by giving to the Municipality a written offer notice in writing (the "Tenant OfferNotice") attached to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept The Municipality will have the Tenant exclusive right for 15 Business Days (the "Election Period") from the date on which the Municipality receives from the Owner the Notice and a copy of the Bona Fide Offer by service within which to purchase the Employee Unit on the terms set out in section 5 of this Agreement. The Owner agrees that the Municipality's Election Period to purchase the Employee Unit will not start to run until the Owner gives to the Municipality notice of acceptance on Landlord on the Bona Fide Offer with the only condition precedent or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth subject in the Bona Fide Offer being the Municipality's Subject; c. If the Municipality wishes to exercise this right of first refusal, the Municipality will give the Owner written notice of such exercise on or at such other place, time and date as Landlord and Tenant may agree upon, by payment before the end of the purchase price against conveyance Election Period; d. If the Municipality does not exercise this right of first refusal with respect to a specific Bona Fide Offer, the Premises free and clear Municipality's rights under this right of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises first refusal with respect to the bona fide prospective purchaser making the particular Bona Fide Offer will be waived, but only if the terms of sale between the Outside Offeror and the Owner are in accordance strict compliance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth stated in the Bona Fide Offer, and if the Premises shall again Owner complies with the following requirements: i. the Owner delivers to the Municipality, within 5 business days after the expiry of the Election Period written proof, satisfactory to the Municipality, in its sole discretion, that the purchaser is an Outside Offeror, and that the Outside Offeror agrees to be subject bound by all the agreements in favour of the Municipality which affect the Employee Unit; ii. the Owner does not remove the second part of the Municipality's Subject until such time as the Municipality informs the Owner that it is satisfied with the information provided pursuant to Tenant's right sub-section i herein; iii. at least 5 Business Days before completion of first refusal. Tenant's the sale pursuant to the Bona Fide Offer the Owner delivers to the Municipality the following: (1) written proof, satisfactory to the Municipality, in its sole discretion, that the purchase price payable under the Bona Fide Offer does not exceed the Maximum Price; (2) signed Form C granting to the Municipality an option to purchase and a right of first refusal to purchase the Employee Unit (the "New Form C") on substantially the same terms as set forth out in this Article XXI shall be Agreement, with such amendments as the Municipality may reasonably require; (3) a continuing right and shall survive each sale discharge of this Agreement (the "Discharge") for execution by the Municipality; (4) undertakings from the solicitor or notary for the Outside Offeror (the "Legal Representative") on terms satisfactory to the Municipality, including that: (a) the Legal Representative will only register the Discharge if it is done concurrently with the registration of the Premises during New Form C; (b) the term hereof Legal Representative will ensure that the New Form C is registered against the Employee Unit in priority to all mortgages and other financial liens, charges and encumbrances, except for any charges in favour of the Municipality; (c) forthwith after registration of the New Form C, provide to the Municipality copies of the Discharge and the New Form C with registration particulars endorsed thereon, and a copy of the State of Title Certificate for the Land confirming registration of the New Form C; and (5) a copy of the vendor's statement of adjustments for the Employee Unit certified to be true by the Legal Representative; and iv. upon request by the Municipality, the Owner delivers to the Municipality such further evidence as it the Municipality may be extended as provided herein)reasonably require to confirm the purchase price of the Employee Unit, and to confirm that the Outside Offeror has granted to the Municipality an option to purchase and a right of first refusal to purchase the Employee Unit.

Right of First Refusal. If, at any time after the end Anworth shall have a right of first refusal to purchase an amount of securities of the eighty fourth Company of any class or kind which the Company proposes to sell (84thother than the Excluded Securities) complete calendar month sufficient to occur after maintain Anworth’s proportionate beneficial ownership interest in the Commencement Date and before Company. If the end Company wishes to make any such sale of its securities, it shall give Anworth written notice of the one hundred twentieth proposed sale. The notice shall set forth (120tha) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a Company’s bona fide written intention to offer such shares and (b) the material terms and conditions of the proposed sale (including the number of shares to purchase be offered and the Premises ("Bona Fide Offer"price, if any, for which the Company proposes to offer such shares), and should Landlord desire shall constitute an offer to sell such securities to Anworth on such terms and conditions. Anworth may accept the Bona Fide Offer, it shall first make such offer by delivering a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before to the thirtieth Company within ten (30th10) day following delivery days after Anworth has received notice of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and proposed sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's Section 6.2 hereof. If Anworth exercises its right of first refusal, Anworth shall be entitled to participate in the purchase of such securities on a pro rata basis to the extent necessary to maintain Anworth’s proportionate beneficial ownership interest in the Company (for purposes of determining the pro rata interest of Anworth, Anworth or any other holder of the Company’s securities shall be treated as owning that number of shares of Common Stock into which any outstanding convertible securities (or convertible securities for which any outstanding options or warrants may be exercised) may be converted and for which any outstanding options or warrants may be exercised). Tenant's If the Company does not enter into an agreement for the sale of such shares within ninety (90) days after the receipt of Anworth’s written notice of acceptance, the right provided hereunder shall be deemed to be revived and all future shares of stock of the Company of any class shall not be offered unless first re-offered to Anworth in accordance with this Section 3. Anworth shall be entitled to apportion the right of first refusal as set forth hereby granted among itself and its partners and Affiliates in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as such proportions it may be extended as provided herein)deems appropriate.

Right of First Refusal. If, at any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while Provided that this Lease is Sublease continues in full force and effecteffect and no Default has occurred which remains uncured past applicable cure periods, Landlord should receive from if any, Sublessee shall have a bona fidelimited one-time option to sublease the space abutting the Premises which shall be or become unoccupied, arm's-length purchaser subject to Landlord's written consent at the time the option is exercised. The option granted by this Section is subject to the Landlord's consent and the following terms and conditions: If Sublessor shall desire to enter into a sublease with a bona fide written offer to purchase third party for all or a portion of such space adjacent the Premises ("Bona Fide Offer")Premises, and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by Sublessor must deliver a copy of the Bona Fide Offerproposed sublease to Sublessee and offering such a sublease to Sublessee. Tenant may Sublessee shall then have a period of five (5) days from the delivery of such sublease to accept the Tenant Offer by service of proposed sublease. If within the five-day period Sublessee does not give Sublessor written notice of its acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If proposed sublease (time being of the Tenant Offer is acceptedessence), the purchase and sale then Sublessor shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment entitled to execute a sublease of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly option space for the same terms and conditions as are set forth stated in the Bona Fide Offerwritten notice to Sublessee. The option granted in this Section shall automatically terminate if a Default occurs. If Sublessee shall fail or refuse to exercise the option granted herein with respect to any space, the Premises option granted herein shall again be subject terminate with respect to Tenant's right of first refusalthat space and_ each portion thereof. Tenant's Without limiting the foregoing, Sublessee agrees that if Sublessee fails to exercise the right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale with respect to any portion of the Premises during the term hereof (as it may be extended adjacent space covered by a proposed sublease to a third party as provided herein)above, then all rights to sublease any adjacent space, whether the portion described in such proposed sublease or any other space adjacent the Premises, shall terminate and Sublessee shall have no further rights or options under this Section of the Sublease.

Right of First Refusal. If, at any time after Except in transactions consummated prior to the end first (1st) anniversary of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, Landlord shall not at any time during the Term sell or convey or agree to sell or convey the Leased Premises without first having complied with the requirements of this Paragraph 33. Provided that no Event of Default exists or has occurred and while this Lease is in full force continuing, if Landlord shall desire to sell or convey the Leased Premises and effectLandlord shall obtain an offer, Landlord should receive from a bona fideacceptable to Landlord, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer")Leased Premises, and should then Landlord desire to accept the Bona Fide Offer, it shall first make submit a written copy of the offer (the "Tenant Offer") to sell said Premises to Tenant at and shall give Tenant ten (10) days within which to elect to purchase the price and upon Leased Premises on the precise terms and conditions set forth in of the Bona Fide Offer. The Tenant Offer offer (except that if the offer shall be accompanied by a copy in whole or in part for consideration other than cash, Tenant shall have the right to pay in cash the fair market value of such non-cash consideration). If Tenant elects to so purchase the Leased Premises, Tenant shall give to Landlord written notice thereof ("Acceptance Notice") and the closing shall be held within sixty (60) days after the date of the Bona Fide Offer. Tenant may accept Acceptance Notice, whereupon Landlord shall convey the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer Leased Premises to Tenant. If At the closing Landlord shall deliver to Tenant Offer is accepteda special warranty deed (or local equivalent), sufficient to convey to Tenant fee simple title to the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Leased Premises free and clear of all liens, restrictions and encumbrances, except for the Permitted Encumbrances, liens or encumbrances created, suffered or consented to in writing by Tenant or arising by reason of the failure of Tenant to have observed or performed any term, covenant or agreement herein to be observed or performed by Tenant, the lien of any Impositions then affecting the Leased Premises, this Lease and, if the Leased Premises are to be conveyed subject to the outstanding balance of the Loan, the Mortgage and encumbrances of every kind and description except as permitted by all other Loan documents. In the event Tenant Offer. If Tenant fails shall elect not to fully and timely accept so purchase the Tenant Offer as herein providedLeased Premises, Landlord may make thereafter sell the bona fide sale of the Leased Premises only to the bona fide prospective purchaser party making the Bona Fide Offer offer or its assignee(s) and only in accordance with the terms thereof, unless a further offer is submitted to Tenant in accordance with this Paragraph 33. In no event shall the provisions of this Paragraph 33 or the rights and privileges of Tenant under this Paragraph 33 be construed as limiting in any manner any other rights granted elsewhere in this Lease to Tenant. Notwithstanding anything to the contrary herein, the provisions of this Paragraph 33 shall not apply to (i) any sale or conveyance of the Leased Premises in foreclosure sale (or similar proceeding) of a bona-fide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such a mortgage or deed of trust, or to any transfer subsequent to a foreclosure sale or deed in lieu thereof in connection with the requirements of Standard & Poor's, ▇▇▇▇▇'▇ or any other Rating Agencies if the Loan is securitized, (ii) any sale or conveyance of the Leased Premises which occurs during the existence of an Event of Default hereunder, or (iii) any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the beneficial ownership interest, membership interest or other equity interest in Landlord, or the change of the trustee, manager or other controlling person of the Landlord. If Landlord shall obtain an offer with respect to a sale or conveyance of all or any portion of the Leased Premises, and sells the Leased Premises (to Tenant or anyone else) Tenant hereby acknowledges and consents as follows: (i) any such sale or conveyance during any period in which the Loan may not be prepaid or defeased, as the case may be, shall be subject to the outstanding balance of the Loan (which shall be the non-cash portion of the purchase price), and, if Tenant shall be entitled to, and shall, exercise its rights under this Paragraph 33, the Loan, Note, Mortgage and other Loan documents will be assumed by Tenant, and the lien of the Mortgage may not be released during such period; provided(ii) such sale shall be in accordance with and subject to the terms and provisions of the Note, howeverthe Mortgage and the other Loan Documents, that whether such purchase contemplates the purchase of the Leased Premises subject to the lien of the Mortgage or for a release of the lien of the Mortgage; and (iii) if Landlord fails to consummate the lien of the Mortgage is not released in connection with such sale of the Leased Premises, and if Tenant acquires the Leased Premises, no merger of title shall occur and this Lease and any guaranty of this Lease will remain in full force and effect in accordance with their terms. If Tenant shall have agreed to purchase the Leased Premises on exactly pursuant to an offer under which the third party offeror was to acquire the Leased Premises under and subject to the lien of the Mortgage, and if such purchase by Tenant of the Leased Premises shall occur at a time when the Loan may be prepaid or defeased, as the case may be, Tenant may, at it's option (but without any obligation to do so) purchase the Leased Premises for cash free and clear of the Mortgage but only if (i) the cash portion of the offer is increased by an amount equal to the principal and interest secured by the Mortgage, and (ii) Tenant pays (in addition to the purchase price) all prepayment premiums or defeasance deposits, yield maintenance amounts, satisfaction fees and any and all other sums which become owing as a result of such prepayment or defeasance, as the case may be; all to the end and effect that Landlord will net the same terms amount as Landlord would have netted had the Leased Premises been sold under and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale the lien of the Premises during Mortgage, pursuant to the term hereof (as it may be extended as provided herein)offer.

Right of First Refusal. If, (a) If at any time after during the end term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effectAmended Lease, Landlord should receive receives a definitive bona fide offer from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should third party unaffiliated with Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Purchase Offer") to acquire all or any of the individual properties listed on Exhibit "A" hereof or portions thereof (the "Targeted Property") which Landlord desires to accept, and the Landlord has not provided the Right of First Offer as set forth in Section 24.1 above, it shall give Tenant written notice of the Landlord's intention to sell said Premises to Tenant at the Targeted Property in accordance with the Purchaser Offer, which notice shall include the name and address of the offeror, and the price and other terms of the intended sale pursuant to the Purchase Offer (the "Purchase Offer Notice"). The Purchase Offer shall also include the adjusted Base Rent for each of the Properties, if any, that remains subject to this Amended Lease following such proposed purchase by Tenant, which Base Rent shall be adjusted to reflect its then current fair market rental value in accordance with the valuation procedures set forth in Section 2.3 above. Tenant shall have the right (the "First Refusal Right"), for a period of twenty (20) days after Tenant's receipt of the Purchase Offer Notice, to elect, by written notice to Landlord ("Election Notice"), to purchase the Targeted Property at the price, and upon the terms and conditions other terms, set forth in the Bona Fide Offer. The Purchase Offer Notice. (b) If Tenant Offer does not elect, within the required twenty (20) day period, to purchase the Targeted Property, then Landlord shall be accompanied by a copy of free to transfer the Bona Fide Offer. Tenant may accept Targeted Property in accordance with, and to the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is acceptedmaker of, the Purchase Offer, for the same purchase and sale shall be closed at the principal office of Landlord on the date price as set forth in the Bona Fide Purchase Offer or at and on other terms, which in the aggregate, shall not be materially less favorable to Landlord than the terms stated in the Purchase Offer. Any dispute as to whether the other purchase terms are materially less favorable to Landlord shall be resolved by arbitration in accordance with Section 20.22. Any such other place, time and date as Landlord and Tenant may agree upon, by payment transfer of the purchase price against conveyance Targeted Property by Landlord to the offeror shall be completed within six (6) months following the delivery of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by Election Notice to Tenant. In the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein providedevent that such transfer is not completed within said six (6) month period, Landlord may make the bona fide sale of the Premises shall again offer Tenant a First Refusal Right or First Offer Right with respect to the bona fide prospective purchaser making the Bona Fide Offer Targeted Property in accordance with the terms thereof; providedprovisions of this Article XXIV before it may complete such transfer. (c) If Tenant elects to exercise its First Refusal Right by timely providing the Election Notice, howeverthe parties will (i) reasonably and diligently develop, that if sign and deliver a definitive Purchase and Sale Agreement, and related documentation, consistent with the Purchase Offer Notice, which agreements shall be in substantially the same form as any documents agreed to by Landlord fails in connection with the Purchase Offer (to consummate the sale extent copies of such documents were provided to Tenant as part of the Premises Purchase Offer Notice), and (ii) the closing on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI such transaction shall be a continuing right and shall survive each sale of the Premises during the term hereof (completed as it may be extended promptly as provided herein)reasonably practicable.

Right of First Refusal. IfConsignee must give Bakery written notice of each proposed sale, at conveyance or transfer (hereinafter “proposed sale”) of all or any time after the end portion of the eighty fourth (84th) complete calendar month to occur after Distributorship, which notice shall identify the Commencement Date prospective purchaser and before the end terms and conditions of the one hundred twentieth (120th) complete calendar month proposed sale. Such notice of proposed sale from Consignee shall be deemed to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written be an irrevocable offer to purchase sell the Premises ("Bona Fide Offer")Distributorship, and should Landlord desire or the portion thereof described in such notice of proposed sale, to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon Bakery on the terms and conditions set forth in therein. Bakery shall have the Bona Fide Offer. The Tenant Offer shall be accompanied right, but not the obligation, to accept such offer by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of giving Consignee written notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery within thirty days of the Tenant Offer later of (i) Bakery’s receipt of Consignee’s written notice of proposed sale, or (ii) Bakery’s receipt of the full and complete application of the prospective purchaser, including all requested financial and credit information (which right is hereinafter referred to Tenantas the “Right of First Refusal”). If the Tenant Offer is accepted, the purchase and sale Such notice of acceptance from Bakery shall be closed at deemed to be an acceptance of Consignee’s offer of sale, and the principal office sale of Landlord the Distributorship, or the portion thereof offered for sale, by Consignee to Bakery, on the date terms set forth in the Bona Fide Offer notice of proposed sale, shall be consummated at a closing to be held within thirty days of such notice of acceptance. ▇▇▇▇▇▇’s failure or at such other placerefusal to exercise any Right of First Refusal hereunder does not constitute, time and date as Landlord and Tenant may agree uponshall not be deemed to be, an approval by payment Bakery of the purchase price against conveyance proposed sale or the proposed purchaser. Any change in the identity of the Premises free proposed purchaser or in any terms of any proposed sale from those identified in any notice from Consignee to Bakery hereunder shall be deemed to be a new proposed sale with respect to which Consignee must give Bakery a new notice and clear a new Right of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer First Refusal in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Paragraph 17.

Right of First Refusal. If(A) If any Lender (the “Assigning Lender”) desires to assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (other than an assignment to an Affiliate or Approved Fund of such Lender or to another Lender), at any time after then such Lender shall notify each other Lender (the end “Other Lenders”) in writing of the eighty fourth proposed assignment (84th) complete calendar month to occur after the Commencement Date and before the end a “Transfer Notice”). Each Transfer Notice shall contain each material term of the one hundred twentieth proposed assignment, including, without limitation, the name and address of the prospective assignee (120th) complete calendar month to occur after which must be an Eligible Assignee), the Commencement Datepurchase price, the terms of payment, the date and place of the proposed assignment, and while this Lease is the amount or percentage of Loans, Commitments and other Obligations proposed to be assigned by the Assigning Lender (the “Offered Interests”). (B) The Other Lenders shall have an option, for a period of five (5) Business Days from the Other Lenders’ receipt of the Transfer Notice from the Assigning Lender (the “Option Period”), to elect to purchase all, but not less than all, of the Offered Interests at the same price and subject to the same material terms and conditions as described in full force and effectthe Transfer Notice. Each Other Lender may exercise such option by notifying the Assigning Lender in writing, Landlord should receive from a bona fidebefore expiration of the Option Period, arm's-length purchaser a bona fide written offer that such Other Lender desires to purchase all (but not less than all) of the Offered Interests. If more than one Other Lender elects to exercise such right (each, an “Electing Lender”), then the right to purchase the Premises Offered Interests shall be allocated amongst the Electing Lenders pro rata on the basis of the Electing Lenders’ respective Applicable Percentages of the outstanding Loans held by the Electing Lenders. The purchase by the Electing Lenders of the Offered Interests shall ("Bona Fide Offer")subject to compliance with the other requirements of Section 11.06) be consummated no later than fifteen (15) Business Days after the Lenders’ receipt of the Transfer Notice. (C) If the Other Lenders have not exercised their respective rights of first refusal as to the entire Offered Interests within the Option Period, and should Landlord desire then the Assigning Lender shall be free (subject to accept compliance with the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer"other requirements of Section 11.06) to sell said Premises the Offered Interests to Tenant at the price and upon the terms and conditions set forth prospective purchaser named in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance Transfer Notice on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth outlined in the Bona Fide OfferTransfer Notice, provided that in the event such Offered Interests are not sold within one hundred and eighty (180) days after the Other Lenders’ receipt of the Transfer Notice, the Premises Offered Interests shall once again be subject to Tenant's right of first refusal. Tenant's right the rights of first refusal as set forth provided herein. (D) The Administrative Agent shall have no duty to verify whether this Section 11.06(b)(vii) has been complied with in accepting and recording any Assignment and Assumption. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Article XXI Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a continuing right and shall survive each sale party to this Agreement and, to the extent of the Premises during interest assigned by such Assignment and Assumption, have the term hereof rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.02 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver one or more Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as it may be extended as provided herein)a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Right of First Refusal. a. LESSOR grants LESSEE a right of first refusal to purchase the Leased Premises during the Term of this Lease. b. If, at any time after following the end issuance of the eighty fourth (84th) complete calendar month a formal notice of disposition pursuant to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Datesection 163.380(3)(a), and while this Lease is in full force and effectFlorida Statutes, Landlord should receive from a bona fide, arm's-length purchaser LESSOR receives a bona fide offer to purchase the Leased Premises from any third party on good faith terms that are acceptable to LESSOR, LESSOR will promptly provide such offer to LESSEE. c. ▇▇▇▇▇▇ will have thirty (30) days from receipt of such offer to submit a written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Leased Premises on exactly the same terms and conditions as are set forth the offer by the third party. If LESSEE submits such an offer but ▇▇▇▇▇▇ fails to close or complete the purchase of the Leased Premises within thirty (30) days, the LESSEE shall forfeit any future exercise of a Right of First Refusal under this Lease. d. If ▇▇▇▇▇▇ fails to timely deliver an offer to purchase the Leased Premises on the same terms and conditions offered by the third party, the LESSOR shall have the right to complete the sale to the third party if deemed to be in the Bona Fide Offerpublic interest and in furtherance of the purposes of the LESSOR. e. If there are any material changes in the offered terms by the third party, the Premises ▇▇▇▇▇▇ shall again be subject to Tenant's right of first refusal. Tenant's have a right of first refusal as set forth provided in the above procedure, except if such right has been forfeited as described in Subsection 9c. f. Regardless of whether LESSEE elects to exercise its right of first refusal, ▇▇▇▇▇▇ will inform all parties expressing any interest in the Leased Premises of the existence of ▇▇▇▇▇▇’s right of first refusal in this Article XXI Lease. ▇. ▇▇▇▇▇▇ shall not be required or obligated to sell the Leased Premises to LESSEE or a continuing right third party on terms and conditions that LESSOR, in its sole discretion, does not find to be acceptable. LESSOR shall survive each sale at all times have the discretion to retain ownership of the Premises during the term hereof (as it may be extended as provided herein)Leased Premises.

Right of First Refusal. IfShould Landlord during the Term enter into an agreement to sell the Premises, at or any time after the end of the eighty fourth (84th) complete calendar month portion thereof, to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm'snon-length purchaser a bona fide written offer to purchase the Premises affiliated third party ("Bona Fide OfferSales Agreement"), and should Landlord desire shall provide to accept the Bona Fide Offer, it shall first make Tenant a written offer notice of intent to sell (the "Tenant OfferNotice") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by with a copy of the Bona Fide OfferSales Agreement. Tenant shall have and may accept exercise an option to acquire the Tenant Offer by service of notice of acceptance on Landlord on Premises, or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises portion thereof subject to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; providedSales Agreement, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions conditions, other than as to the identity of the Tenant and date for closing, as are set forth in the Bona Fide OfferSales Agreement. If Tenant does not within 30 days after receiving the Notice and copy of the Sales Agreement give Landlord written notice of Tenant's intention to exercise such option, then subject to and as provided by the Sales Agreement Landlord may sell the Premises or portion thereof covered by the Sales Agreement by no later than the 150th day after receipt by Tenant of the Notice and copy of the Sales Agreement. If Landlord does not timely so sell the Premises or varies the material terms of the Sales Agreement, Landlord shall again comply with the terms of this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord of its intent to exercise such option, then at such time as Tenant may specify, but no later than 60 days following receipt by Landlord of such notice from Tenant, and at such place within the city or town where the Premises is located as Landlord may specify, or such other place and time and Landlord and Tenant may agree, Tenant shall exercise its option by purchasing, and Landlord shall sell to Tenant, the Premises shall again be or portion thereof subject to Tenant's right the Sales Agreement. In the event that Tenant exercises such option but fails to timely close (other than because of first refusal. Tenant's default by Landlord), then this Section 73 and the right of first refusal as set forth in this Article XXI shall be a continuing right hereunder are terminated and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)no further effect.

Right of First Refusal. If(a) In addition to the right and option hereinabove set forth, at the Seller and Kingstone both agree that, in the event either the Seller or Kingstone shall, from time to time, determine to sell any time after the end securities of the eighty fourth (84th) complete calendar month Corporation owned by it or him, pursuant to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase (the Premises ("Bona Fide Offer"), to any Hayward Competitor (as defined in the Purchase Agreement), and should Landlord desire provided that no Change in Control (as hereinafter defined) in respect of Hayward shall have occurred subsequent to accept the date hereof, the Seller or Kingstone shall, in each instance, first offer such shares (the "Offered Shares") to Hayward, by written notice (each an "Initial Sale Notice") to Hayward to that effect. Hayward shall have the right and option to purchase all, but not less than all, securities specified in the Initial Sale Notice by giving written notice of exercise (an "Acceptance Notice") to the Seller or Kingstone within ten days after the receipt of the Initial Sale Notice for a purchase price calculated as hereinafter set forth. Failure to respond within such period shall conclusively be deemed notice of rejection. In the event Hayward shall not timely have exercised any right and option under this Section 7, the Seller or Kingstone shall be free, for a period of sixty days after the expiration of such right and option, to sell all, but not less than all, securities to which such right and option related pursuant to the Bona Fide Offer theretofore communicated to Hayward, free of the restrictions of this Section 7. In the event that Hayward duly delivers an Acceptance Notice to the Seller or Kingstone, then the Acceptance Notice, taken in conjunction with the Initial Sale Notice, shall constitute a valid and legally binding purchase and sale agreement, and payment in cash for the Offered Shares purchased be made within ten days following the receipt by the Seller or Kingstone of the Acceptance Notice. In the event the Seller or Kingstone fails to complete the proposed sale, assignment, transfer or other disposition within 60 days after the rejection or deemed rejection of the offer contained in the Initial Sale Notice, sale of the Offered Shares shall again be subject to the provisions of this Section 7. Hayward, the Seller and the Corporation hereby agree that any Offered Shares purchased by Hayward pursuant to this Section 7 shall be deemed to be Option Shares under the Registration Rights Agreement. (b) The purchase price for each security offered to Hayward pursuant to this Section 7 shall be the dollar value of the consideration per security offered to the Seller or Kingstone pursuant to the Bona Fide Offer, it which, in the case of any non-cash consideration, shall first make be the fair market value thereof determined by the Seller or Kingstone and Hayward or should the Seller, Kingstone and Hayward fail to agree thereon within three days of receipt by Hayward of the Initial Sale Notice, the purchase price shall be determined by an independent appraiser, qualified in such matters selected by the Seller, Kingstone and Hayward. (c) The provisions of this Section 7 shall be binding upon any Affiliate of either the Seller, Kingstone or any member of his Immediate Family (as hereinafter defined), to whom the Seller may transfer any securities of the Corporation after the date hereof, who shall agree in writing to be bound as aforesaid as a written offer condition to any such transfer. (d) For purposes of this Section 7: (x) an "Affiliate" of any person or entity shall mean any other person or entity controlled by, under common control with or controlling such person or entity; (y) "Immediate Family" shall mean the spouse, siblings, children (and the direct lineal descendants of such children) and parents (and the direct lineal ancestors of such parents) of the subject person, and any trust for the benefit thereof; and (z) "Change in Control" shall mean a change in control of Hayward occurring after the date of execution of this Agreement of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the "Tenant OfferExchange Act") ), whether or not Hayward is then subject to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofreporting requirement; provided, however, that that, without limitation, such a Change in Control shall be deemed to have occurred if Landlord fails to consummate the sale any "person" (as defined under Section 13(d) of the Premises on exactly Exchange Act) subsequent to the same terms and conditions date hereof becomes the "beneficial owner" (as are set forth defined in Rule 13d-3 under the Bona Fide OfferExchange Act), the Premises shall again be subject to Tenant's right directly or indirectly, of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale more that 50% of the Premises during outstanding shares of any class or series of securities entitled to elect more than one-half of the term hereof (as it may be extended as provided herein)board of directors of Hayward.

Right of First Refusal. IfExcept as provided in Section 20.1 or 20.2 or 20.5, at a Partner (the "Selling Partner") which desires to sell or otherwise transfer all or any time after part of its interest in the end Partnership to a third party shall give written notice to the other Partner (the "Nonselling Partner") of that intention, setting forth the identity of the eighty fourth (84th) complete calendar month to occur after third party and the Commencement Date price and before the end terms of the one hundred twentieth proposed sale (120th) complete calendar month to occur after the Commencement Date"Notice"). Upon receipt of the Notice, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer the Nonselling Partner shall have the right but not the obligation to purchase the Premises ("Bona Fide Offer")interest of the Selling Partner offered for sale, and should Landlord desire to accept which may be all or part, for the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the same price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide OfferNotice, net of any third party commissions payable. The Nonselling Partner shall give notice to the Selling Partner within 30 days of receipt of the Notice of its intention to exercise its option or not exercise its option. If the Nonselling Partner elects to exercise its option, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right purchase and shall survive each sale of the Premises during Selling Partner's interest offered for sale shall be completed within the term hereof later of (i) 60 days after the Nonselling Partner gives notice of its intention to exercise its option, or (ii) the date of closing provided in the Notice. If the Nonselling Partner elects not to exercise its option, then the sale, assignment and transfer to a third party shall not be made unless (i) the proposed assignee agrees in writing within 15 days after the expiration of the 30 day option period provided to the Nonselling Partner to become a Partner in the Partnership under the terms and provisions of this Agreement, as it may amended to the date of the assignment, and to assume all of the obligations and liabilities of the assignor under this Agreement with respect to the Partnership interest (all or part) that is offered for sale, (ii) such sale, assignment and transfer is made for a price not less and on terms not more favorable to the purchaser than stated in the Notice and is completed within 60 days from the expiration of the 30 day option period regardless of what closing date is provided for in the Notice, and (iii) the sale, assignment and transfer of the Partnership interest of the assignor (all or part) that is offered for sale is made to not more than one assignee. Upon transfer of less than the Selling Partner's entire Partnership interest to a third party, this Agreement shall be extended as provided herein)amended to reflect the admission of an additional general partner and the rights and obligations of all then existing Partners.

Right of First Refusal. If, If at any time after this Agreement is fully executed, LESSOR receives an offer or letter of intent from any person or entity that is in the end business of owning, managing or operating communications facilities or is in the business of acquiring landlord interests in agreements relating to communications facilities, to purchase fee title, an easement, a lease, a license, or any other interest in the Premises or any portion thereof or to acquire any interest in this Agreement, or an option for any of the eighty fourth foregoing, LESSOR shall provide written notice to LESSEE of said offer (84th) complete calendar month to occur after “LESSOR’s Notice”). LESSOR’s Notice shall include the Commencement Date prospective buyer’s name, the purchase price being offered, any other consideration being offered, the other terms and before the end conditions of the one hundred twentieth (120th) complete calendar month to occur after offer, a description of the Commencement Dateportion of and interest in the Premises and/or this Agreement which will be conveyed in the proposed transaction, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a copy of any letters of intent or form agreements presented to LESSOR by the third party offeror. LESSEE shall have the right of first refusal to meet any bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon of sale or transfer on the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied of such offer or by effectuating a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenanttransaction with substantially equivalent financial terms. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant LESSEE fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the provide written notice to LESSOR that LESSEE intends to meet such bona fide sale offer within thirty (30) days after receipt of LESSOR’s Notice, LESSOR may proceed with the Premises to the bona fide prospective purchaser making the Bona Fide Offer proposed transaction in accordance with the terms thereof; providedand conditions of such third party offer, howeverin which event this Agreement shall continue in full force and effect and the right of first refusal described in this paragraph shall survive any such conveyance to a third party. If LESSEE provides LESSOR with notice of LESSEE’s intention to meet the third party offer within thirty (30) days after receipt of LESSOR’s Notice, then if LESSOR’s Notice describes a transaction involving greater space than the Premises, LESSEE may elect to proceed with a transaction covering only the Premises and the purchase price shall be pro‐rated on a square footage basis. Further, LESSOR acknowledges and agrees that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's LESSEE exercises this right of first refusal, LESSEE may require a reasonable period of time to conduct due diligence and effectuate the closing of a transaction on substantially equivalent financial terms of the third party offer. TenantLESSEE may elect to amend this Agreement to effectuate the proposed financial terms of the third party offer rather than acquiring fee simple title or an easement interest in the Premises. For purposes of this Paragraph, any transfer, bequest or devise of LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or intestate succession, or any conveyance to LESSOR’s family members by direct conveyance or by conveyance to a trust for the benefit of family members shall not be considered a sale for which LESSEE has any right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)refusal.

Right of First Refusal. If, at any time after the end date of this Amendment, the eighty fourth (84th) complete calendar month Landlord shall desire to occur after sell the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Dateproperty or any part thereof, and while this Lease is in full force and effect, Landlord should or shall receive from a bona fide, arm's-length purchaser third party a bona fide written offer to purchase the Premises ("Bona Fide Offer")property, and should or any part thereof, the Landlord, before making or accepting the offer, as the case may be, shall send to the Tenant written notification from the Landlord desire of the Landlord's intention to make or accept the Bona Fide Offer, it shall first make a written offer unless the Tenant agrees to purchase the property for the greater of Three Million Three Hundred Thousand Dollars ($3,300,000.00) or the "Tenant Offer") to sell said Premises to Tenant at fair market value of the price and upon the terms and conditions set forth in the Bona Fide Offerproperty. The Tenant Offer shall be accompanied by a copy have twenty (20) days from the date of the Bona Fide Offer. Tenant may accept Notice to notify Landlord in writing of Tenant's election to exercise its right to purchase the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenantproperty. If the Tenant Offer is acceptedexercises its right to purchase the property, the purchase parties shall select by mutual agreement an appraiser to establish the fair market value of the property. If the parties are unable to agree on the appraiser to be used, each party shall select their own appraiser (and sale be responsible for their respective costs thereof) and the average of the two appraisers shall be closed at deemed the principal office fair market value for establishing the purchase price by the Tenant. Tenant shall have ten (10) days from final determination of the fair market value to advise Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and writing whether Tenant may agree upon, by payment intends to proceed to exercise Tenant's right of that refusal. Settlement of the purchase price against conveyance by the Tenant shall occur within sixty (60) days after the date of the Premises Tenant's notice following the final determination of fair market value. If the Tenant does not elect to exercise its right of first refusal in the manner set forth above, then the Landlord shall be free for a period of ninety (90) days from the expiration of the ten (10) day notice period after the determination of fair market value to sell the property free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. In the event that the property is not sold to a third party within the ninety (90) day period, then any further sale of the property must first be submitted to the Tenant in accordance with the provisions of this paragraph. The Tenant's right of first refusal as set forth shall be subordinate and junior to the legal operation and effect of any present or future mortgage or Deed of Trust which now or hereafter becomes a lien on the property. Anything in this Article XXI Agreement to the contrary notwithstanding, this right of first refusal and the rights and obligations contained herein shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)automatically expire if not exercised on or before June 30, 2007.

Right of First Refusal. If, In the event at any time after during the end Term or the First Renewal Term or the Second Renewal Term of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease Landlord receives and is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser prepared to accept a bona fide written third party offer (the "Offer") to purchase the Premises and any other improvements located thereon, Landlord shall immediately deliver a copy of the Offer to Tenant ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant OfferOfferee") to sell said Premises to Tenant at the price and address set forth in this Lease, or at such other location designated in writing by Offeree to Landlord. Offeree shall have the right, exercisable within (a) ten (10) business days following Offeree's receipt of the Offer to purchase the Premises identified in the Offer upon the express terms and conditions set forth therein. In the event Landlord is not notified of Offeree's exercise of the right described herein upon the expiration of the applicable time period specified above, or in the Bona Fide event Offeree notifies Landlord that it does not intend to exercise its rights hereunder with respect to the Offer. The Tenant Offer , Offeree shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer deemed to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises have waived any rights hereunder with respect to the bona fide prospective purchaser making Offer and Landlord shall thereafter have the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails right to consummate the sale of the Premises on exactly pursuant to the same Offer. In the event Offeree has waived or is deemed to have waived its rights hereunder but the transaction contemplated in the Offer is not consummated by Landlord and the third party offeror, Offeree's rights hereunder shall be reinstated and shall apply to any subsequent bona fide third party offer received by Landlord thereafter. Notwithstanding the foregoing, Tenant acknowledges and agrees that the terms and conditions as are set forth provisions of this Article XXIX shall become immediately null and void in the Bona Fide Offerevent any Mortgagee acquires possession of the Premises in conjunction with proceedings instituted to foreclose its lien, the Premises shall again be subject are sold to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of third party at foreclosure sale, or the Premises during the term hereof (as it may be extended as provided herein)are conveyed to any Mortgagee pursuant to a deed in lieu of foreclosure or comparable conveyance."

Right of First Refusal. IfIn the event that Franchisee and/or any of Franchisee's Principals or any holder of an Equity Interest in Franchisee desire to effectuate a Transfer, at any time Franchisor shall have the right and option, exercisable within thirty (30) days after the end Franchisor's receipt of the eighty fourth all materials and information described in Section 11.2.2(a), (84thb) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120thc) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire interest proposed to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer transferred in accordance with the following: (a) Franchisee or the proposed transferee shall notify Franchisor in writing of any bona fide proposed Transfer and set forth a complete description of all terms thereof; provided, however, that if Landlord fails to consummate the sale and fees of the Premises on exactly proposed Transfer in the manner prescribed by the Franchisor, including the prospective transferee's name, address, financial qualifications and previous five years business experience; (b) Franchisee shall provide the Franchisor with any additional information, agreements, certifications or documents Franchisor requests for use in its evaluation of whether to exercise its first refusal right. (c) Upon receipt of the Franchisor's request, Franchisee or the proposed transferee shall promptly provide Franchisor with access to any real or personal property, documents or records relevant to the transaction and to the interest which is the subject of the Transfer. Once Franchisor has received all materials submitted by Franchisee or the proposed transferee and has reviewed all property, records and documents it has requested, Franchisor shall notify Franchisee or the proposed transferee of its decision to exercise its option to acquire the interest being transferred, and the conditions, if any, under which it will approve the proposed Transfer. (d) If the Franchisor exercises its first refusal right, the transferor shall transfer the interest to Franchisor or to its assignee pursuant to an agreement to purchase which contains the material terms to which the transferor and the proposed transferee had agreed. If the offer or proposed purchase contract omitted any terms customarily addressed in a transfer of an interest of the type which is the subject of the transaction, Franchisor may supply those terms in the purchase agreement and related documents. (e) If the proposed transferor wishes to make a Transfer, the transferor shall provide Franchisor with a copy of any offer or agreement to purchase, signed by the proposed transferee, together with copies of any documents referenced in the offer or agreement. If all material terms of the proposed sale are not described in the offer or agreement, Franchisee shall provide details of all such terms in its submission to the Franchisor, accompanied by the proposed transferee's written agreement to the terms. (f) In the event the consideration, terms, and/or conditions offered by the third party are such that Franchisor or its nominee may not reasonably be able to furnish the same terms and consideration, terms, and/or conditions, then Franchisor or its nominee, as appropriate, may purchase the interest proposed to be transferred for the reasonable equivalent in cash. If the parties cannot agree, within a reasonable time, on the reasonable equivalent in cash of the consideration, terms, and/or conditions as are set forth in offered by the Bona Fide Offerthird party, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI an independent appraiser shall be a continuing right designated by Franchisor, and such appraiser's determination shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)binding.

Right of First Refusal. If, at Shares of Common Stock that you acquire upon exercise of your Option are subject to any time after the end right of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth refusal that may be described in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth Company’s bylaws in the Bona Fide Offer or effect at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails Company elects to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereofexercise its right; provided, however, that if Landlord fails to consummate there is no right of first refusal described in the sale Company’s bylaws at such time, the right of first refusal described below will apply. The Company’s right of first refusal will expire on the first date upon which any security of the Premises Company is listed (or approved for listing) upon notice of issuance on exactly a national securities exchange or quotation system (the same “Listing Date”). (a) Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock acquired upon exercise of your Option, or any interest in such shares, unless such Transfer is made in compliance with the following provisions: (i) Before there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of Common Stock to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail) to the Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary transfer, gift, donation or pledge, the holder will state that no purchase price is being proposed), and the other terms and conditions of the proposed Transfer. The date such notice is mailed will be hereinafter referred to as the “Notice Date” and the record holder of the Offered Shares will be hereinafter referred to as the “Offeror.” If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding Common Stock which is subject to the provisions of your Option, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares of Common Stock acquired upon exercise of your Option will be immediately subject to the Company’s Right of First Refusal (as defined below) with the same force and effect as the shares subject to the Right of First Refusal immediately before such event. (ii) For a period of thirty (30) calendar days after the Notice Date, or such longer period as may be required to avoid the classification of your Option as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in Section 11(a)(iii) (the Company’s “Right of First Refusal”). In the event that the proposed Transfer is one involving no payment of a purchase price, the purchase price will be deemed to be the Fair Market Value of the Offered Shares as determined in good faith by the Board in its discretion. The Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right of First Refusal to the Offeror prior to the end of said thirty (30) days (including any extension required to avoid classification of the Option as a liability for financial accounting purposes). (iii) The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the Bona Fide Offernotice required under Section 11(a)(i)), or the Fair Market Value as determined by the Board in the event no purchase price is involved. To the extent consideration other than cash is offered by the proposed transferee, the Premises shall Company will not be required to pay any additional amounts to the Offeror other than the cash price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right of First Refusal will be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company will acquire full right, title and interest to all of the Offered Shares. (iv) If, and only if, the option given pursuant to Section 11(a)(ii) is not exercised, the Transfer proposed in the notice given pursuant to Section 11(a)(i) may take place; provided, however, that such Transfer must, in all respects, be exactly as proposed in said notice except that such Transfer may not take place either before the tenth (10th) calendar day after the expiration of the thirty (30) day option exercise period or after the ninetieth (90th) calendar day after the expiration of the thirty (30) day option exercise period, and if such Transfer has not taken place prior to said ninetieth (90th) day, such Transfer may not take place without once again complying with this Section 11(a). The option exercise periods in this Section 11(a)(iv) will be adjusted to include any extension required to avoid the classification of your option as a liability for financial accounting purposes. (b) As used in this Section 11, the term “Transfer” means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of Common Stock or any legal or equitable interest therein; provided, however, that the term Transfer does not include a transfer of such shares or interests by will or intestacy to your Immediate Family (as defined below). In such case, the transferee or other recipient will receive and hold the shares of Common Stock so transferred subject to Tenant's right the provisions of first refusalthis Section, and there will be no further transfer of such shares except in accordance with the terms of this Section. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during As used herein, the term hereof (as it may be extended as provided herein)"Immediate Family" will mean your spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of you or your spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of you or your spouse.

Right of First Refusal. IfAfter the Lock-up Period, at for so long as any time after the end of the eighty fourth Leases (84thor any amendments thereof or substitutions therefor) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Dateare in force, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser if Buyer receives a bona fide arms-length written offer in cash from a Person other than Seller Group or an affiliate of Seller Group (the "Third Party Offeror") with respect to the sale of all of the Assets, all, but not less than all, of the Federal Assets or all, but not less than all, of the ▇▇▇ Ranch Assets, then subject to the Leases (the "Subject Interests") which Buyer desires to accept, Buyer shall give Seller Group the opportunity to purchase the Premises Subject Interests by giving written notice (the "Bona Fide OfferOffer Notice") to Seller Group, specifying the purchase price in cash by the Third Party Offeror; Seller Group shall have the right, exercisable by written notice to Buyer (the "Acceptance Notice"), and should Landlord desire within ten days after receipt of the Offer Notice to accept purchase the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant Subject Interests at the price and upon the terms and conditions in cash set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. Notice; If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's Seller Group exercises its right of first refusal hereunder, the closing for the transaction shall take place within 30 days after the date the Seller Group delivers the Acceptance Notice as set forth extended by the time period in this Article XXI which a Registration Statement shall be a continuing right and shall survive each sale unavailable pursuant to Section 3(f) or Section 6 of the Premises Registration Rights Agreement, in the event Seller Group shall have delivered to Buyer an officer's certificate from Seller Group that Seller Group plans to finance such purchase price from the proceeds of a public offering of Common Units during the term hereof (as it may period of such unavailability or required to obtain necessary approvals or consents, which the Parties shall use their best efforts to obtain; If Seller Group exercises its right of first offer hereunder, Buyer and Seller Group shall each be extended as provided herein)legally obligated to consummate the purchase contemplated thereby, shall promptly secure all approvals and comments required in connection therewith; If Seller Group does not exercise its right under this Section 9.3 within the time period required, Buyer shall be free to sell the Assets specified in the Offer Notice at the price specified therein or at any price in excess thereof for a twelve month period.

Right of First Refusal. IfTenant (or its successor in interest, at assignee or designee) shall have a right of first refusal (“Right of First Refusal”) to purchase (a) all or any time after the end part of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end fee ownership of the one hundred twentieth Premises; (120thb) complete calendar month any easement rights in or over all or any part of the Premises; (c) all or any part of Landlord’s interest in or rights under this Lease, including, without limitation, the right to occur after collect rents, or (d) any other legally recognizable interest in the Commencement DatePremises that Landlord may seek to transfer (each, and while this Lease is in full force and effect, “Landlord’s Interest”) whenever Landlord should receive from a bona fide, arm's-length purchaser receives a bona fide written offer from an unrelated third party to purchase, directly or indirectly, all or any part of Landlord’s Interest that Landlord desires to accept (“Offer”). If the Offer is part of a larger transaction, including, without limitation, involving Landlord’s Parcel, equity of Landlord or a larger package of assets which includes the Landlord’s Interest, Landlord shall make a good faith estimate of the portion of such larger offer price attributable to the Landlord’s Interest and provide that price to Tenant. Prior to accepting such Offer, Landlord shall give Tenant a copy of the Offer and other relevant documents, including the price and the terms and conditions upon which ▇▇▇▇▇▇▇▇ proposes to transfer Landlord’s Interest (collectively, the “Right of First Refusal Notice”). Tenant shall have forty-five (45) days from the receipt of such notice to agree to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at Landlord’s Interest for the price and upon the terms and conditions set forth specified in the Bona Fide Offer. The Offer (“Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to TenantApproval Period”). If the Tenant Offer is acceptedelects to so purchase Landlord’s Interest, the Tenant shall give to Landlord written notice thereof within said Tenant Approval Period (“Acceptance Notice”). If Tenant delivers an Acceptance Notice as provided herein, then Landlord and Tenant shall enter into a mutually acceptable purchase and sale shall be closed agreement pertaining to such Landlord’s Interest (the “Purchase and Sale Agreement”), reflecting the terms of the Offer, as well as other customary covenants, representations and warranties contained in purchase and sale agreements for similar acquisitions in the metropolitan area in which the Premises is located. The parties agree to act reasonably and cooperatively in negotiating, executing and delivering the Purchase and Sale Agreement. Except as otherwise specified in the Offer, at the principal office closing for the sale of Landlord on the date set forth in the Bona Fide Offer all or at such other place, time and date as Landlord and Tenant may agree upon, by payment any part of the purchase price against conveyance Premises, Landlord shall deliver to Tenant a special warranty deed (or local equivalent), sufficient to convey to Tenant fee simple title. In the case of an assignment of the Premises free and clear Lease or the grant of liens and encumbrances an easement, Landlord shall instead deliver to Tenant a customary assignment of every kind and description except as permitted by the Tenant OfferLease or a customary easement. If Tenant fails to fully and timely accept does not exercise the Right of First Refusal during the Tenant Offer as herein providedApproval Period, then Landlord may make the bona fide sale of the Premises proceed to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly transfer Landlord’s Interest upon the same terms and conditions as are set forth in the Bona Fide Offer; provided such transfer occurs within three (3) months following the end of the Tenant Approval Period, the Premises transfer is made in accordance with all the other terms and conditions of this Lease, and such purchaser assumes the obligations of Landlord under this Lease including, without limitation, this Right of First Refusal which shall again be subject an ongoing Right of First Refusal during the lease term. If Landlord has not transferred Landlord’s Interest within such three (3) month period, or in the event any terms or conditions of the proposed deal change from the terms and conditions provided in the initial Right of First Refusal Notice, then Landlord shall not thereafter transfer Landlord’s Interest to Tenant's right an unrelated third party without first renewing the Right of first refusalFirst Refusal Notice to Tenant in the manner provided above. Tenant's ’s failure to exercise its Right of First Refusal or its express waiver of its Right of First Refusal in any instance shall not be deemed a waiver of Tenant’s Right of First Refusal for subsequent instances when Landlord proposes to transfer Landlord’s Interest to an unrelated third party during the lease term. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇’s right to sell all or any part of first refusal as the Premises to a third party shall not be encumbered or restricted, except to the extent set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)Section.

Right of First Refusal. IfIn the event that Franchisee and/or any of Franchisee’s Principals or any holder of an Equity Interest in Franchisee desire to effectuate a Transfer, at any time Franchisor shall have the right and option, exercisable within thirty (30) days after the end Franchisor’s receipt of the eighty fourth all materials and information described in Section 11.2.2(a), (84thb) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120thc) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire interest proposed to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer transferred in accordance with the following: (a) Franchisee or the proposed transferee shall notify Franchisor in writing of any bona fide proposed Transfer and set forth a complete description of all terms thereof; provided, however, that if Landlord fails to consummate the sale and fees of the Premises on exactly proposed Transfer in the manner prescribed by the Franchisor, including the prospective transferee’s name, address, financial qualifications and previous five years business experience; (b) Franchisee shall provide the Franchisor with any additional information, agreements, certifications or documents Franchisor requests for use in its evaluation of whether to exercise its first refusal right. (c) Upon receipt of the Franchisor’s request, Franchisee or the proposed transferee shall promptly provide Franchisor with access to any real or personal property, documents or records relevant to the transaction and to the interest which is the subject of the Transfer. Once Franchisor has received all materials submitted by Franchisee or the proposed transferee and has reviewed all property, records and documents it has requested, Franchisor shall notify Franchisee or the proposed transferee of its decision to exercise its option to acquire the interest being transferred, and the conditions, if any, under which it will approve the proposed Transfer. (d) If the Franchisor exercises its first refusal right, the transferor shall transfer the interest to Franchisor or to its assignee pursuant to an agreement to purchase which contains the material terms to which the transferor and the proposed transferee had agreed. If the offer or proposed purchase contract omitted any terms customarily addressed in a transfer of an interest of the type which is the subject of the transaction, Franchisor may supply those terms in the purchase agreement and related documents. (e) If the proposed transferor wishes to make a Transfer, the transferor shall provide Franchisor with a copy of any offer or agreement to purchase, signed by the proposed transferee, together with copies of any documents referenced in the offer or agreement. If all material terms of the proposed sale are not described in the offer or agreement, Franchisee shall provide details of all such terms in its submission to the Franchisor, accompanied by the proposed transferee’s written agreement to the terms. (f) In the event the consideration, terms, and/or conditions offered by the third party are such that Franchisor or its nominee may not reasonably be able to furnish the same terms and consideration, terms, and/or conditions, then Franchisor or its nominee, as appropriate, may purchase the interest proposed to be transferred for the reasonable equivalent in cash. If the parties cannot agree, within a reasonable time, on the reasonable equivalent in cash of the consideration, terms, and/or conditions as are set forth in offered by the Bona Fide Offerthird party, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI an independent appraiser shall be a continuing right designated by Franchisor, and such appraiser’s determination shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein).binding. 32 [City, State] Franchise

Right of First Refusal. If, at any time after During the end Term and for a period of [***] following the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end expiration or termination of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer to purchase the Premises Agreement ("Bona Fide OfferROFR PERIOD"), if Licensee receives and should Landlord desire desires to accept, a Bona Fide Offer (and if acceptance of such Bona Fide Offer would be permissible under FCC Rules), Licensee shall, within thirty (30) days following Licensee's determination to accept the such Bona Fide Offer, it shall first make a written offer (deliver to Clearwire notice setting forth the "Tenant Offer") to sell said Premises to Tenant at the price and upon the material terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy of the Bona Fide OfferOffer (but shall not be required to identify the offeror). Tenant may accept the Tenant Offer by service Clearwire shall have a right of notice of acceptance on Landlord on or before the thirtieth first refusal (30th"ROFR") day following delivery of the Tenant Offer with respect to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the any such Bona Fide Offer or at such other placeand shall be required to provide notice to Licensee within twenty (20) days following Clearwire's receipt of Licensee's notification stating (i) whether Clearwire is exercising its ROFR, time and date (ii) the form of consideration to be paid by Clearwire (as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offerdiscussed in Section 4(d) below). If Tenant Clearwire declines to exercise its ROFR or fails to fully provide timely notice of exercise of its ROFR, Licensee will have one hundred twenty (120) days from the expiration of Clearwire's twenty (20) day response period to enter into an agreement with the offeror on the same terms and timely accept conditions as were offered to Clearwire. If, within the Tenant Offer aforementioned one hundred twenty (120) day period, Licensee does not enter into a binding agreement with the offeror on the same terms and conditions as herein providedwere offered to Clearwire, Landlord may make the bona fide sale of the Premises then Clearwire's ROFR shall remain in effect pursuant to the bona fide prospective purchaser making terms stated in this Section 4(c). If, within the Bona Fide Offer in accordance one hundred twenty (120) day period, Licensee enters into a binding agreement with the offeror on the same terms thereofand conditions as were offered to Clearwire, then Clearwire's ROFR will terminate and be of no further force or effect; provided, however, that if Landlord fails should Licensee's agreement with the offeror be terminated within [***] after the expiration or termination of this Agreement, Clearwire's ROFR will be reinstated for an additional amount of time equal to consummate the sale remainder of the Premises [***] plus the amount of days during which Licensee was subject to such binding agreement. However, if, after Clearwire has declined to exercise its ROFR (or has failed to provide timely notice of such exercise), Licensee subsequently proposes to enter into a definitive agreement with the offeror on exactly the same different terms and conditions as than those offered to Clearwire, then such different terms and conditions shall be deemed to constitute a new offer and Clearwire's ROFR will apply pursuant to the terms of this Section 4(c). All materials exchanged under this ROFR are set forth subject to the non-disclosure provisions of Section 15. Notwithstanding anything in this Agreement to the Bona Fide Offercontrary, if Licensee receives a Termination Notice, or if this Agreement is terminated by Licensee pursuant to Section 12(b) (Payment Default), or if this Agreement is terminated by Licensee pursuant to Section 12(d) (Other Defaults), then immediately upon the receipt of the Termination Notice or the effective date of such termination, the Premises provisions of this Section 4(c) shall again no longer be subject to Tenant's right of first refusaleffective. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein).[*** Confidential Treatment Requested]

Right of First Refusal. If, If at any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Effective Date, and while this Lease is in full force and effect, Landlord should receive from a bona fide, arm's-length purchaser Owner receives a bona fide written offer from a third party seeking (a) an assignment of this Agreement or the rental stream associated with this Agreement, or (b) to purchase the Premises or Owner’s Property (each being a "Bona Fide Purchase Offer"), and should Landlord desire to accept Owner shall immediately furnish Tenant with a copy of the Bona Fide Purchase Offer, together with a representation that the Purchase Offer is valid, genuine and true in all respects. Tenant shall have thirty (30) days after it receives such copy and representation to match the Purchase Offer and agree in writing to match the terms of the Purchase Offer, or to request additional information. Owner shall first make provide any reasonably requested additional information, after which Tenant shall have an additional fifteen (15) days to match the Purchase Offer and agree in writing to match the terms of the Purchase Offer. Such writing shall be in the form of a written offer (contract similar to the "Purchase Offer. If Tenant Offer") chooses to sell said Premises exercise this right, Owner shall be obligated to consummate the transaction with Tenant at the price and upon on the terms and conditions of the Purchase Offer and shall not have the right to seek additional offers from new parties or a new offer from the original third party. If Tenant chooses not to exercise this right of first refusal or fails to provide written notice to Owner within the timeframes outlined above, Owner may consummate the transaction pursuant to the Purchase Offer, subject to the terms of this Agreement (including without limitation the terms of this Paragraph 9), to the person or entity that made the Purchase Offer provided that (i) the assignment is on the same terms contained in the Purchase Offer. If such third party modifies the Purchase Offer, Owner shall re-offer to Tenant, pursuant to the procedure set forth in this Paragraph 9, the assignment or purchase on the terms set forth in the Bona Fide Purchase Offer, as amended. The Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI hereunder shall be a continuing right and shall (i) survive each sale any transfer of all or any part of the Premises during Property or assignment of all or any part of the term hereof Agreement; (as it may be extended as provided herein).ii) bind and inure to the benefit of, Owner and Tenant and their respective heirs, successors and assigns; (iii) run with the land; and

Right of First Refusal. IfDuring the Term of this Lease, at any time after Tenant shall have a right of first refusal to purchase the end of Demised Premises in accordance with this subparagraph (g). In the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, event that Landlord should receive from a bona fide, arm's-length purchaser receives a bona fide written offer from a third party to purchase the Premises Demised Premises, which Landlord elects to accept, Landlord shall promptly give to Tenant notice ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant OfferLandlord's Notice") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer thereof, which notice shall be accompanied by include a copy of the Bona Fide contract entered into between Landlord and such third party purchaser (the "Offer. ") and, provided that there is not then an existing Event of Default hereunder, then Tenant may accept elect to purchase the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Demised Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Offer, by notifying Landlord of such election not later than ten (10) days following Tenant's receipt of Landlord's Notice. In the event Tenant elects to acquire the Demised Premises on exactly in accordance with the same terms and conditions as are set forth in the Bona Fide Offer, it shall execute a form contract therefor in the form tendered by Landlord, which shall be identical to the Offer except with respect to the name of the purchaser. In the event Tenant does not so notify Landlord within the ten (10) day period, Landlord may within 120 days thereafter, sell the Demised Premises shall again be (subject to Tenant's right this Lease and the provisions of first refusal. this paragraph 22 with respect to the First Option and the Second Option) in accordance with the Offer and Tenant's right of first refusal as set forth in this Article XXI hereunder shall be null and void and of no force and effect. If Landlord does not sell the Demised Premises within the 120 day period, then the terms and conditions of this right of first refusal shall again apply to a continuing right and shall survive each subsequent proposed sale of the Premises during the term hereof (as it may be extended as provided herein)Demised Premises.

Right of First Refusal. If, at any time between the Closing Date and the date specified in clause (i) of the definition of Maturity Date, the Borrower (the “Offeror”) desires to offer, sell or otherwise raise capital by way of issuance of Capital Stock (the “Offered Securities”) of the Borrower (any such transaction, a “Proposed Equity Issuance”) at a discount to the then current market trading price of Borrower’s common stock (other than underwriting discounts and commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith), the Offeror shall first offer the Offered Securities to the Initial Lender by written notice to the Initial Lender (the “Offer Notice”) specifying the material terms and conditions of such Proposed Equity Issuance, including the number, type, and series of Offered Securities under the Proposed Equity Issuance by the Offeror and the purchase price per share of the Offered Securities, which shall be payable solely in cash. For the avoidance of doubt, a Proposed Equity Issuance shall not include (A) any shares of Capital Stock of the Borrower issued upon the exercise of options or restricted stock units granted under the Borrower’s equity plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement or (B) the grant or issuance by the Borrower of employee, consultant, or director stock options, restricted stock units or restricted stock in the ordinary course of business under the Borrower’s equity plans existing on the date of this Agreement. The Offer Notice shall constitute the Offeror’s offer to issue the Offered Securities to the Initial Lender, which offer shall be irrevocable for five (5) Business Days. By delivering the Offer Notice, the Offeror represents and warrants to the Initial Lender: (i) the Offeror has full right, title and interest in and to the Offered Securities; (ii) the Offeror has all the necessary power and authority and has taken all necessary action to enter into the Proposed Equity Issuance as contemplated by this Section 2.16; and (iii) the Offered Securities are free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement. Upon receipt of the Offer Notice, the Initial Lender shall have the right to purchase, and to require the Offeror to sell to the Initial Lender, all or any portion of the Offered Securities by delivering a written notice (the “ROFR Exercise Notice”) to the Offeror within five (5) Business Days of receipt of the Offer Notice (the “ROFR Exercise Period”), stating the number (including where such number is zero), type, and series of Offered Securities that the Initial Lender elects to purchase on the terms and respective purchase prices set forth in the Offer Notice; provided that, prior to the end of such ROFR Exercise Period, the Initial Lender may assign its right to purchase the Offered Securities to any of its Affiliates, and after such assignment such Affiliate shall be entitled, prior to the end of the eighty fourth (84th) complete calendar month ROFR Exercise Period, to occur after the Commencement Date and before the end exercise all rights of the one hundred twentieth (120th) complete calendar month Initial Lender pursuant to occur after this Section 2.16 with respect to the Commencement Dateapplicable Offered Securities. By delivering the ROFR Exercise Notice, the Initial Lender or its Affiliate, as applicable, represents and while this Lease is in full force warrants to the Offeror that the Initial Lender or its Affiliate, as applicable, has all the necessary power and effect, Landlord should receive from a bona fide, arm's-length purchaser a bona fide written offer authority and has taken all necessary action to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide OfferOffered Securities as contemplated by this Section 2.16. The Tenant Offer purchase and sale of the Offered Securities that the Initial Lender elects to purchase shall be accompanied by a copy completed within fifteen (15) days of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant ROFR Exercise Notice. If Initial Lender does not purchase all of the Offered Securities offered to them by the Offeror in the Offer Notice, then the Offeror may sell any portion of the Offered Securities that the Initial Lender did not purchase to Tenanta third party within ninety (90) days after the expiry of the ROFR Exercise Period (the “ROFR Reoffer Period”) upon terms no more favorable to such third party than those set specified in the Offer Notice. If the Tenant Offer is acceptedOfferor’s Offered Securities (other than the Offered Securities purchased by Initial Lender) are not sold during the ROFR Reoffer Period, the purchase and sale shall Offeror shall, before any subsequent Proposed Equity Issuance of such Offered Securities, be closed at the principal office required to comply again with this Section 2.16 in respect of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date Offered Securities as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be it were a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein)new Proposed Equity Issuance.

Right of First Refusal. If, at any time after the end of the eighty fourth (84th) complete calendar month to occur after the Commencement Date and before the end of the one hundred twentieth (120th) complete calendar month to occur after the Commencement Date, and while this Lease is in full force and effect, 15.1 If Landlord should receive from a bona fide, arm's-length purchaser receives a bona fide written offer to purchase the Premises ("Bona Fide Offer"), and should Landlord desire to accept the Bona Fide Offer, it shall first make a written offer (the "Tenant Offer") to sell said Premises to Tenant at the price and upon the terms and conditions set forth in the Bona Fide Offer. The Tenant Offer shall be accompanied by a copy all or any portion of the Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery fee title of the Tenant Offer to Tenant. If the Tenant Offer is acceptedDemised Premises from an unaffiliated third party, the purchase and sale shall any contract that may be closed at the principal office of Landlord on the date set forth in the Bona Fide Offer or at such other place, time and date as entered into between Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer. If Tenant fails to fully and timely accept the Tenant Offer as herein provided, Landlord may make the such bona fide sale of the Premises to the bona fide prospective purchaser making the Bona Fide Offer in accordance with the terms thereof; provided, however, shall provide that if Landlord fails to consummate the sale of the Premises on exactly the same terms and conditions as are set forth in the Bona Fide Offer, the Premises fee shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth hereafter; such sale shall be subject to this Lease and shall be so affirmed by the purchaser. In the event that Landlord receives a written offer or executes a contract as above set forth, Tenant shall have the option, to be exercised within sixty (60) days after receipt by Tenant of written notice of the terms of such offer, to enter into a contract with Landlord, and Landlord agrees to enter into such contract with Tenant, on the same terms and conditions as said offer to purchase. Notwithstanding anything in this Article XXI Lease to the contrary, Landlord shall be a continuing right and shall survive each sale of not entertain or consider any offers from any other party to purchase the Demised Premises during the last year of the term hereof (hereof. 15.2 Landlord shall submit a duplicate original of the executed contract embodying all of the terms and conditions of said executed contract to Tenant for such purpose. If, after the receipt of such notice, Tenant fails to exercise its option by signing and returning within the sixty-day period a copy of said contract to Landlord together with the down payment therein provided, Landlord shall have the right to conclude the proposed sale on the same terms, and no other, as it may in the offer or contract originally forwarded to Tenant. Notwithstanding Tenant's failure to exercise such option, Tenant's option shall remain in force and be extended binding on any subsequent owner of owners of the Demised Premises, in connection with any subsequent sale to the same extent as provided if said subsequent owner or owners were Landlord herein)., and said subsequent