Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. (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, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or So long as the Tenant is not in default under any of its Affiliates (as defined the terms and conditions contained within the Lease beyond any applicable notice and cure period, in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all event Landlord enters into a contract for the sale of the Remaining Shares Premises in the open market or directly response to a third bona fide third-party offer (the “Third PartyOffer”)) at any time during the Term, Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have Landlord hereby grants Tenant the right of first refusal to acquire all or any portion of purchase the Remaining Shares that Seller and/or any of its Affiliates desire to sell as Premises on the same terms and conditions specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenOffer. (ba) If Within ten (10) days of the Company does 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 the required two-such thirty (30) day period provided above(unless such thirty (30) day period ends on a non business day, Seller and/or any 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 Affiliates identified in the 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth aboveto 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 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 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) The closing pursuant to In the exercise of event that either the Offer is terminated or a material term in the Offer is changed, Tenant’s right of first refusal under Section 7(a) above shall take place no later than five (5) days after be reinstated as to any new offer and/or the Company shall have notified Seller modified Offer, respectively. However, should Landlord timely and any of its Affiliates properly close on the sale of the Premises to 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 right of first refusal shall become null and in the same manner as described in Section 4 of this Agreementvoid. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller AQM shall have a right of first refusal with respect to any sale, transfer, gift, assignment, pledge, encumbrance or any other disposition of its Affiliates (as defined in Rule 405 promulgated under Stock acquired pursuant to the Securities Act exercise of 1933, as amended) shall, at any time, an Option. In the event you receive a bona fide offer to purchase or desire to sell some sell, transfer, assign, pledge, encumber or all otherwise dispose of any Stock acquired pursuant to the Remaining Shares in the open market or directly to a third party (the “Third Party”)exercise of an Option, Seller and/or its Affiliates you shall give deliver written notice thereof to AQM stating the terms of such desire to the Companyproposed sale, transfer, gift, assignment, encumbrance or disposition, which notice shall contain also specify the number of shares Seller and/or any of its Affiliates desire to sellStock involved, the price per share, if such sale is to be made in the open market or whether it is a negotiated sale to a Third Partyany, the proposed terms of the sale and, if the sale is a negotiated sale, and the name and address of the Third Party proposed transferee. AQM shall have the right (exercisable by written notice to you during the “Offer Notice”thirty (30) day period following the date of AQM's receipt the initial written notice from you) to elect to purchase all or less than all of the shares of Stock specified in your written notice at a per share price equal to (a) in the case of a proposed pledge, encumbrance, gift or similar disposition, the Market Price (as defined in the preceding paragraph and determined as of the date of AQM's receipt of the written notice from you), or (b) in the case of a proposed sale, the lesser of the Market Price or the price contained in the bona fide offer and specified in your written notice. The Company time and place of closing and the deliveries at closing shall have be as specified in the preceding paragraph. In the event AQM does not exercise the right of first refusal as to acquire all or any portion of the Remaining Shares that Seller and/or any shares of its Affiliates desire to sell as Stock specified in your written notice, you may during the Offer Notice ninety (90) day period after the “Offered Shares”) for a period expiration of two (2) days following the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise its AQM's right of first refusal within refusal, dispose of any shares of Stock specified in your initial written notice which were not purchased by AQM but only upon the required two-day period provided above, Seller and/or any of its Affiliates identified terms and to the transferee specified in the Offer Notice shall have the right, for a period of twenty (20) days following your initial written notice to AQM. After the expiration of such two-ninety (90) day period, to sell to no shares of Stock acquired upon exercise of an Option may thereafter be transferred or encumbered without again complying with the Third Party or provisions set forth herein. Any attempted transfer not in compliance with the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale preceding provisions shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, null 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 Offered Shares shall again be subject to the void. The right of first refusal set forth above. (c) The closing pursuant to herein shall terminate upon the exercise consummation of an initial public offering 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 AgreementStock. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller From and after the date hereof and during the Term, Landlord shall not sell, transfer or any otherwise dispose of its Affiliates (as defined in Rule 405 promulgated under the Securities Act or convey all or part of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares Landlord’s fee interest in the open market or directly Premises to a any third party until and unless Landlord shall have obtained a bona fide offer therefor (the “Third PartyLandlord’s Offer”), Seller and/or its Affiliates shall give delivered written notice of such desire thereof to the CompanyTenant, which notice shall contain the number a true and accurate copy of shares Seller and/or any of its Affiliates desire Landlord’s Offer, and offered to sell, if transfer or otherwise dispose of such sale is fee interest to be made in Tenant at the open market or whether it is a negotiated sale to a Third Party, the proposed terms of the sale same price and, if the sale is a negotiated saleexcept as hereafter provided, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be upon the same terms and conditions as set forth contained in the Offer Notice; Landlord’s Offer, and if the Offer Notice proposes sales for cash in the open market, then the selling price ▇▇▇▇▇▇ has not elected to the Company or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not 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 required two-day period provided abovedate of receipt of Landlord’s notice, Seller and/or any ▇▇▇▇▇▇▇▇’s fee 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 as contained in Landlord’s Offer. In the event Tenant rejects ▇▇▇▇▇▇▇▇’s Offer or fails to accept ▇▇▇▇▇▇▇▇’s Offer in accordance herewith, this Lease and all of its Affiliates identified 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale Premises shall be made by Seller and/or any bound thereby. Failure of Tenant to exercise its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant on one or more occasions shall not affect Tenant’s right to the 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 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 waiver of Tenant’s right of first refusal under Section 7(a) above or any other right or privilege of Tenant and shall take place no later than five (5) days after not create an estoppel with respect thereto. Any sale or transfer of Landlord’s interest in the Company Premises, or any part thereof shall have notified Seller and any of its Affiliates 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 of the its right of first refusal and in hereunder. In the same manner as described in Section 4 of this Agreement. (d) If Seller and/or any of event Tenant exercises 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 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 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 they pertain to condition of title. Upon such election by ▇▇▇▇▇▇, Landlord and ▇▇▇▇▇▇ agree to act in this Section 7 regarding any further sale good faith to consummate a purchase agreement for the Premises incorporating the express terms of those shares Landlord’s Offer and other customary terms and provisions for similar transactions of common stock of similar property located in the Companysame geographic area as the Premises.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shallIf, at any timetime 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 sell some or all of accept the Remaining Shares in the open market or directly to Bona Fide Offer, it shall first make a third party written offer (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire "Tenant Offer") to sell as specified in said Premises to Tenant at the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and upon the terms of any sale of the Offered Shares to the Company or its assignees shall be the same as and conditions set forth in the Bona Fide Offer. The Tenant Offer 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 shall be the closing price per share accompanied by a copy of the Company’s common stock Bona Fide Offer. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the NASDAQ Global Select Market 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 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 set forth in the Bona Fide Offer Notice shall have or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the rightpurchase 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, for a period Landlord may make the bona fide sale of twenty (20) days following the expiration of such two-day period, to sell Premises to the Third Party or bona fide prospective purchaser making the Bona Fide Offer in accordance with the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assigneesterms thereof; provided, however, that (i) if Landlord fails to consummate the sale is to of the Third Party, Premises on exactly the sale shall be made by Seller and/or any of its Affiliates to the Third Party same terms and conditions as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 hereinBona Fide Offer, the Offered Shares Premises shall again be subject to the Tenant's right of first refusal. Tenant's right of first refusal as set forth above. (c) The closing pursuant to the exercise in this Article XXI shall be a continuing right and shall survive each sale of the right of first refusal under Section 7(a) above shall take place no later than five Premises during the term hereof (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 Agreementit may be extended as provided herein). (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. For a period of twelve (a12) months subsequent to the Closing Date, 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 follow-on offerings of common shares of the Company, securities exchangeable or convertible into common shares of the Company. It is 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 Seller or the Lead Underwriter does not accept the terms and conditions contained in the Company’s offer, you may engage any of its Affiliates other financial institution as manager, underwriter, private placement agent and/or financial advisor (as defined in Rule 405 promulgated under the Securities Act of 1933case may be, as amended) shall, at any time, desire to sell some or all depending on the nature of the Remaining Shares transaction) in connection with such transaction, provided that the open market or directly 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 third party (period of three days from the “Third Party”)date of receipt of written notice from the Company of any such proposed financing, Seller and/or in which notice the Company shall set forth in detail the terms of such proposed offering, to provide written notice to the Company that the Lead Underwriter intends to exercise its Affiliates shall right to participate in such financing. If the Lead Underwriter does not give written notice within such three day period, it shall be deemed to have waived its right in respect of such desire transaction. Should the Lead Underwriter fail to give notice within three days of the receipt of the Company’s notice, the Company may then make other arrangements to engage another source to obtain financing on terms no less favourable to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) for a period of two (2) 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 deemed to be a new transaction requiring the Company receives the Offer Notice. The Company must to give any such written notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same Lead Underwriter as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under 22.1 Landlord hereby grants Tenant, on the Securities Act of 1933terms and conditions set forth below, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name an exclusive and address of the Third Party (the “Offer Notice”). The Company shall have the irrevocable right of first refusal (the “Right of First Refusal”) throughout the Term of the Lease (the “ROFR Period”), to acquire purchase all or any part of the Premises. 22.2 If at any time during the ROFR Period, Landlord receives a bona fide offer to purchase all or any portion of the Remaining Shares that Seller and/or Premises (an “Offer”), Landlord will not accept such Offer or enter into any such transaction unless Landlord first notifies Tenant of its Affiliates desire the Offer. Upon receipt of such Offer, Landlord shall promptly and in good-faith fully communicate to sell as specified in Tenant the Offer Notice (the “Offered Shares”) for terms and provisions of such Offer. 22.3 Tenant will have a period of two 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 accepts the Offer, Tenant will be bound to purchase the Premises, in accordance with the terms of the Offer. 22.5 In the event that Tenant fails to exercise the 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 shall be subject to and conditioned upon the following: (1) compliance by the Landlord with the New York State Environmental Quality Review Act, (2) days following the date the Company receives approval of the Offer Notice. The Company must give any such notice and the transactions contemplated thereby by the Board of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale Education of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer NoticeLandlord, and (ii3) 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise expiration 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 required period during which a public referendum as to this transaction can be compelled and/or approval of the exercise of the right of first refusal and transaction in the same manner as described in Section 4 of this Agreementany such referendum that may be required. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or at any of its Affiliates (as defined in Rule 405 promulgated under time during the Securities Act of 1933Term, as amendedextended, Lessor shall solicit or receive a bona fide offer in writing ("Offer") shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to from a third party (to purchase the “Third Party”)Premises, Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Lessee shall have the a right of first refusal ("Right of First Refusal") to acquire all or any portion of purchase the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be Premises upon the same terms and conditions as set forth in the Offer Notice; Offer. Lessor, promptly following Lessor's receipt of the Offer, Shall deliver written notice to Lessee specifying the terms and if the Offer Notice proposes sales for cash conditions contained in the open market, then the selling price to the Company or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not Offer. Lessee shall exercise its right Right of first refusal within the required two-day period provided above, Seller and/or any First Refusal by providing Lessor with written notice of its Affiliates identified in the Offer Notice shall have the right, for a period of exercise within twenty (20) business days following after the expiration date of such tworeceipt 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 this Lease relating to the Third Party or in Premises, which includes the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those and conditions set forth in the Offer Notice, and (ii) if such Offered Shares not purchased by the Company or Offer. If Lessee fails to provide Lessor with its assignees are not sold by Seller and/or any written notice of its Affiliates in accordance with this Section 7(b) exercise within the twenty (20)-day period described herein20) business day period, the Offered Shares then Lessee shall again be subject deemed to have elected not to exercise its Right of First Refusal with respect to the right of first refusal set forth above. 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 (c7) The closing pursuant to the exercise business days after receipt of the right 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 under Section 7(a) above First Refusal; shall take place no later than five (5) days after be continuous during the Company shall have notified Seller Term of this Lease and any extension thereof. Lessee's rejection of any particular Offer shall not relieve Lessor of its Affiliates of obligation to again offer the exercise of Premises to Lessee at any time that the right of first refusal and in the same manner as described in Section 4 of this AgreementPremises subsequently becomes available. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any grants Buyer a right of its Affiliates (as defined in Rule 405 promulgated under first refusal to purchase the Securities Act other branch offices of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire affiliates, except for those branch offices located in Tulsa, Oklahoma and Indianapolis, Indiana (the “Other Branch Offices”). Seller shall not sell, assign or otherwise transfer any of the Other Branch Offices or any interest therein or agree to do so, unless (i) Seller shall provide written notice to Buyer of Seller’s intention to sell, if assign or otherwise transfer such sale is to be made in the open market or whether it is Other Branch Office accompanied by a negotiated sale to a Third Party, the proposed terms genuine written summary of the sale and, if the sale is a negotiated sale, the name terms and address of the Third Party conditions (the “Offer Term Sheet”) pursuant to which such sale, assignment or transfer is to occur, (ii) Buyer fails, within three (3) business days of Buyer’s receipt of the notice described in clause (i) above, to give written notice (the “Purchase Notice”). The Company shall have ) to Seller that Buyer agrees to purchase such Other Branch Office at the same price and on the same terms and conditions as are set forth in the Term Sheet, and (iii) provided Buyer fails to exercise Buyer’s right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified described in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, and clause (ii) if above, such Offered Shares not purchased by Other Branch Office is sold, assigned or transferred in conformity with the Company terms of the Term Sheet without change in price, terms of payment, nature of consideration or description of property to be sold, assigned or transferred. In the event Buyer exercises 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The in this Section 15, the closing pursuant to the exercise of the right sale and purchase of first refusal under Section 7(a) above the Other Branch Office shall take place no later than five occur within thirty (530) days after the Company shall have notified Seller and any of its Affiliates date of the exercise Purchase Notice. For purposes of this Section 15, if Seller is an entity or the Other Branch Office is owned by an affiliated entity of Seller, then the prohibition on the sale, transfer or assignment of the right Other Branch Office shall also apply to the equity interests of Seller or such affiliate (i.e., the owners of Seller or such affiliate, as applicable, holding any equity interest in Seller or such affiliate, as applicable, cannot transfer any such equity interest, nor can Seller or such affiliate, as applicable, issue additional equity interests, without first refusal and in complying with the same manner as described in Section 4 terms of this AgreementSection 15). (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. During the term of this Agreement: (a) If Seller In the event that IVM or any shareholder or owner of IVM has received a bona fide written offer which it is willing to accept to assign, sell, transfer of otherwise dispose of (any such transaction a "Transfer"), directly or indirectly, all or any portion of its Affiliates (as defined interest in Rule 405 promulgated under IVM or the Securities Act assets of 1933IVM, as amendedthe case may be (a "Transferred Interest"), to any person or entity, then IVM will deliver a written notice (a "Transfer Notice") shall, at any time, desire to IVS stating its intent to sell some or all the Transferred Interest. The Transfer Notice will: (i) specify the purchase price for the Transferred Interest, (ii) identify the proposed purchaser of the Remaining Shares in Transferred Interest, (iii) specify the open market or directly to date scheduled for the Transfer (which date will not be less than 90 days following the date the Transfer Notice is delivered) and (iv) contain a third party (statement that the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have 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 acquire be sold. (b) IVS will have the option to purchase all or any portion of the Remaining Shares Transferred Interest on terms and conditions substantially the same in all material respects, and at the same price, set forth in the written offer delivered pursuant to paragraph (a) above; provided that Seller and/or (i) to the extent that purchase consideration consists of securities of the proposed purchaser, IVS may substitute cash or its own securities having an equal fair market value, (ii) to the 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 Affiliates desire intention to sell exercise or not to exercise its purchase rights hereunder within 30 days following receipt by it of the Transfer Notice. In the event IVS elects to purchase the Transferred Interest, IVS will use reasonable efforts to consummate the closing of the purchase of the Transferred Interest as specified soon as practicable and in any event within 90 days following receipt of the Offer Transfer Notice (subject to extension to the “Offered Shares”) for a period of two (2) extent necessary to obtain any required regulatory or third-party approvals). In the event IVS does not elect to purchase the Transferred Interest, IVM will be free, at any time within 90 days following the date the Company receives the Offer Notice. The Company must give any such notice of IVS elects not to exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole rights hereunder (or in part. The selling price and terms of any its purchase rights expire unexercised) to consummate the sale of the Offered Shares Transferred Interest to the Company or its assignees shall be the same as set forth in the Offer Notice; purchaser at a price 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on upon terms that are and conditions no more favorable to the purchaser of such Offered Shares than those set forth specified in the Offer Transfer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) . The closing pursuant to the exercise of the right of first refusal purchaser will assume IVM's obligations 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 determination of the 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 delivery of the applicable Transfer Notice, as follows: (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 Affiliates transfers 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 shares court or arbitrator, (E) the period of common stock 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 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 Company by gift, it will obtain the donee’s written agreement to comply with the right of first refusal in this Section 7 regarding any further sale of those shares of common stock cost of the CompanyAppraiser.

Right of First Refusal. (a) If Seller or Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its Affiliates (as defined right; provided, however, that if there is no right of first refusal described in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, Company’s bylaws at any such time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have 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 Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the “Listing Date”). (a) Prior to acquire all the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock acquired upon exercise of your option, or any portion 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 Remaining Shares that Seller and/or any shares of its Affiliates desire Common Stock to sell as specified in the Offer Notice 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 two (2) 30 calendar days following after the date 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 receives will have the Offer Noticeoption 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”). The Company must give any such notice In the event that the proposed Transfer is one involving no payment of exercise a purchase price, the purchase price will be deemed to Seller within such two-day periodbe the Fair Market Value of the Offered Shares as determined in good faith by the Board in its discretion. The Company may freely assign 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 option in whole or in part. The selling price and terms of any sale of the Offered Shares pursuant to the Company or exercise of its assignees shall Right of First Refusal will be the same cash price offered for the Offered Shares by the proposed transferee (as set forth in the Offer Notice; and if notice required under Section 11(a)(i)), or the Offer Notice proposes sales for cash Fair Market Value as determined by the Board in the open marketevent no purchase price is involved. To the extent consideration other than cash is offered by the proposed transferee, then the selling price Company will not be required to pay any additional amounts to the Company Offeror other than the cash price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its assignees for each Offered Share Right of First Refusal will be accompanied by full payment for the closing price per share Offered Shares and, upon such payment by the Company, the Company will acquire full right, title and interest to all of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenOffered Shares. (biv) If If, and only if, the Company does option given pursuant to Section 11(a)(ii) is not exercise its right of first refusal within exercised, the required two-day period provided above, Seller and/or any of its Affiliates identified Transfer proposed in the Offer Notice shall have the right, for a period of twenty (20notice given pursuant to Section 11(a)(i) days following the expiration of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assigneesmay 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. (ib) if As used in this Section 11, the sale is 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 the Third Partyprovisions of this Section, the sale shall and there will be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser further transfer of such Offered Shares than those set forth in the Offer 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 shares except in accordance with the terms of this Section 7(b) within the twenty (20)-day period described 11. As used herein, the Offered Shares shall again be subject to term “Immediate Family” will mean your spouse, the right lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of first refusal set forth aboveyou or your spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of you or your spouse. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller In the event Landlord wishes during the Term to sell the Facility or any part thereof, Landlord shall notify Tenant of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire intent to sell some or all in writing by certified mail setting forth the amount of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice proposed sale price and all other terms and conditions of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Tenant shall have the right of first refusal to acquire all or any portion of purchase the Remaining Shares that Seller and/or any Facility upon the same terms and conditions by giving Landlord written notice of its Affiliates desire election so to sell as specified in the Offer Notice do within thirty (the “Offered Shares”) for a period of two (230) days following after receipt of Landlord's notice. In the date the Company receives the Offer Notice. The Company must give any such notice event Tenant fails to notify Landlord of exercise to Seller its election within such two-thirty (30) day period. The Company may freely assign its purchase option in whole , or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company notifies Landlord it does not wish to exercise its right of first refusal within the required two-day period provided aboveto purchase, Seller and/or any of its Affiliates identified in the Offer Notice Landlord shall have the right, for a period of twenty (20) days following the expiration of such two-day period, right to sell the Facility subject to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on this Lease upon terms that are and conditions no more favorable to a purchaser than those contained in its notice to Tenant. In the purchaser event Landlord wishes to relet to any person or entity the Facility upon the expiration of the Term, Landlord shall notify Tenant of its intent to relet in writing by certified mail, setting forth the proposed terms of such Offered Shares than those set forth in the Offer NoticeLease, 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 Offered Shares Tenant shall again be subject to have the right of first refusal set forth above. to relet the Facility upon the same terms and conditions by giving Landlord written notice of its election to do so within thirty (c30) The closing pursuant days after receipt of Landlord's notice. In the event Tenant fails to notify Landlord of its election within the thirty (30) day period or notifies Landlord it does not wish to exercise its right to relet, Landlord shall have the right to relet the Facility upon terms and conditions no more favorable to a Tenant than those contained in its notice to Tenant. Tenant's right to notice and/or exercise either of the right rights of first refusal under Section 7(a) above hereinabove specified shall take place no later than five (5) days after be subject to the Company condition that Tenant not be in Default hereunder. If Tenant shall have notified Seller lost its right to purchase by reason of Default as hereinabove set forth, or if after receiving notice Tenant shall not exercise its right to acquire the Facility and any of its Affiliates of the exercise of Facility shall be sold by Landlord to a third party, the right rights of first refusal and in the same manner herein granted shall be terminated 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 Section 7 regarding any further sale of those shares of common stock recordation of the Companydeed conveying the Facility.

Right of First Refusal. So long as Tenant is not in default beyond the expiration of applicable notice and cure periods, in the event Landlord has received and intends to accept a bona fide third party offer (a“Offer”) If Seller or to enter into a lease for any of its Affiliates (as defined in Rule 405 promulgated under vacant space that becomes available on the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all 4th and/or 5th floors of the Remaining Shares in the open market or directly to a third party Building (the “Third PartyFirst Refusal Space”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Tenant shall have the a right of first refusal to acquire all or any portion of lease the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be First Refusal Space on the same as terms and conditions set forth in the Offer Notice; and if Offer, except that the term thereof shall be co-terminus with that of this Lease. Tenant shall have ten (10) days from receipt of Landlord’s written notice of the Offer Notice proposes sales for cash to advise Landlord in the open market, then the selling price to the Company or its assignees for each Offered Share will be the closing price per share writing of the Company▇▇▇▇▇▇’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise of its right of first refusal within refusal. Such notice shall include the required two-day period provided above, Seller and/or any terms of its Affiliates identified the Offer but need not including the name of the third party. In the event Tenant fails to so exercise said right in the 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 in the open market, manner and time as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; heretofore provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the ▇▇▇▇▇▇’s right of first refusal set forth above. (c) The closing pursuant 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 Lease reflecting the terms of such exercise of within thirty (30) days after ▇▇▇▇▇▇’s written notice exercising said option. Said right shall be subject and junior to the following rights to lease the First Refusal Space: American Intercontinental University has an on-going 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 on all space in Corridors I and any of its Affiliates of the exercise of the II and Revenue Cycle Solutions has an on-going right of first refusal and on the 5th floor 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 Section 7 regarding any further sale of those shares of common stock of the Company.Corridors I.

Right of First Refusal. Sectoin 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 execution of this Lease, Lessor shall receive a bona fide offer which it is willing to accept to sell or transfer legal title to the Leased Premises (a) If Seller or any interest therein) to any person (other than an affiliate, shareholder, partner, joint venturer, spouse or lineal descendant of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933Lessor or any trust for their benefit), as amended) Lessor shall, at any time, desire to sell some or all within fifteen (15) days after Lessor's receipt of the Remaining Shares in acceptable offer, notify Lessee of the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice terms of such desire to offer ("Lessor's Offer Notice"). Lessor's Offer Notice shall include the Company, which notice shall contain name of the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is to be made in offeror and the open market or whether it is a negotiated sale to a Third Party, the proposed offered consideration and other terms of the sale and, if the sale is such offer (together with a negotiated sale, the name and address copy of the Third Party offer) and Lessee, within ten (the “10) days after receipt of Lessor's Offer Notice”). The Company , shall have the right of first refusal to acquire purchase the interest to be sold or transferred on all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified other terms and conditions stated in the Offer Notice (the “Offered Shares”) for a period of two (2) days following the date the Company receives the Lessor's Offer Notice. The Company must give any Failure of Lessee to exercise such right within said ten (10) day period shall be deemed a waiver of such right. Upon notice from Lessee of its decision not to exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole right or in part. The selling price and terms of any sale upon waiver of the Offered Shares to the Company or its assignees same, Lessor shall be free to consummate the same as sale or transfer in accordance with the terms set forth in the Lessor's Offer Notice; . In the event such sale or transfer is not consummated within six (6) months after the date of the delivery of Lessor's Offer Notice, the right granted to Lessee in this Article XVII shall be reinstated, and if the Offer Notice proposes sales for cash in the open market, then the selling price any such subsequent sale or transfer shall be subject to this right. Any sale or transfer contemplated by this Article XVII shall be subject to the Company or its assignees for each Offered Share will be provisions of this Lease including, without limitation, the closing price per share rights of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not Lessee contained herein. Upon Lessee's exercise of its right of first refusal within hereunder, Lessee may assign such rights to any other person or entity without the required two-day period provided aboveconsent of Lessor or any trust for their benefit, Seller and/or but any assignment shall not relieve Lessee of its Affiliates identified in the 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 obligations hereunder or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the thereunder. The right of first refusal set forth above. (c) The closing pursuant herein granted to the exercise Lessee shall not apply to any transfer by Lessor of the right Leased Premises to any affiliate, shareholder, partner, joint venturer, spouse or lineal descendant 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 Lessor or 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 trust for their benefit or to any of its Affiliates transfers any shares of common stock of the Company transfer by gift, it will obtain or the donee’s written agreement to comply with the right laws of first refusal in this Section 7 regarding any further sale of those shares of common stock of the Companydescent and distribution.

Right of First Refusal. (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 timetime during the term of this Agreement Franchisee receives a bona fide offer to purchase the Franchised Business, desire which offer Franchisee is willing to sell some or all accept, Franchisee must give Franchisor written notice of the Remaining Shares terms of the offer and the name of the offeror. Franchisor may elect to purchase the Franchised Business on the same terms as contained in the open 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 or directly value thereof in cash. If Franchisor fails to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire election or declines election within the sixty (60) business days, Franchisee may sell to the Companyofferor on the terms offered, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares subject to the Company or its assignees shall be the same provisions relating to transferability as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open marketon this Section 5, then the selling price to the Company or its assignees for each Offered Share will provided that such sale must be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. consummated within ninety (b90) 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 Offer Notice shall have the right, for a period of twenty (20) calendar days following after the expiration of such two-sixty (60) business day period; otherwise the restrictions of this Section 5.6 shall be renewed and any sale or transfer by franchisee of its interest in this Agreement, whether to sell such offeror or other individual or entity, shall again be subject to the Third Party or in restrictions of this Section 5.6. In the open market, as identified in the Offer Noticeevent Franchisor elects to purchase, the Offered Shares not purchased purchase must be completed within ninety (90) calendar days from the date of Franchisor’s notice of election to purchase. For purposes of this Section 5.6, the term “fair market value” of any non-cash consideration shall mean the fair market value of such property as determined by the Company or its assigneesagreement of Franchisee and Franchisor; provided, however, that (i) if the sale is parties are unable to reach such agreement within sixty (60) business days after Franchisor’s receipt of the Third Partyoffer, then the 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 unable to agree upon such an appraiser, the sale shall parties agree that the Woodland Hills, California, United States office of the American Arbitration Association (“AAA”) will be made by Seller and/or any of its Affiliates employed to chose an appraiser and such person will determine the Third Party as identified in fair market value for these purposes. In the Offer Notice on terms that are no more favorable to event the purchaser appraisal process is utilized, the party whose valuation of such Offered Shares than those set forth in property less closely approximated the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing value pursuant to the exercise above-described appraisal process, measured by dollar amounts and not percentages, will pay all costs of the right appraisal process. Any delay caused by such appraisal process or the parties’ disagreement over the fair market value of first refusal any non-cash property will extend the period in which Franchisor is to act under this Section 7(a) above shall take place no later than five (5) 5.6 by that number of calendar days after equal to the Company shall have notified Seller and any of its Affiliates period of the exercise of the right of first refusal and in the same manner as described in Section 4 of this Agreementdelay. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller At any time after the Prohibited Transfer Period, if any Member decides to Transfer all or any part of its Affiliates Membership Interest or Economic Interest (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended"Offered Interest") shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly pursuant to a third party (the “Third Party”)Bona Fide Offer, Seller and/or its Affiliates 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 desire to Bona Fide Offer and the Company, which notice shall contain the 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 identity of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”offeror(s). The Company shall then have the right and option, for a period ending thirty (30) calendar days following its receipt of first refusal the written notice, to acquire elect to purchase all or any portion part of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as Offered Interest at the purchase price and upon the terms specified in the Offer Notice Bona Fide Offer, and the Eligible Members (pro rata in accordance with the “Offered Shares”ratio of their Economic Interests) 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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the rightright and option, for a period of twenty (20) days following the expiration of such two-day periodthereafter, to sell elect to the Third Party purchase all or in the open market, as identified in the Offer Notice, any part of the Offered Shares Interest not elected to be purchased by the Company or its assignees; providedat the purchase price and upon the terms specified in the Bona Fide Offer. If all Eligible Members do not elect to purchase the entire balance of the Offered Interest, then the Eligible Members electing to purchase shall have the right and option, for a period of ten (10) days thereafter and pro rata in accordance with the ratio of their Economic Interests, to elect to purchase the balance of the Offered Interest available for purchase. Notwithstanding the foregoing, however, that (i) if the sale is Company and/or the Eligible Members do not elect to the Third Party, the sale shall be made by Seller and/or any purchase all of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be 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 above. (c) The closing pursuant in the written notice provided to the exercise 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 under 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 Membership Interest or Economic Interest of the Member desiring to Transfer shall once again be subject to the provisions of this Section 7(a) above 7.3. For these purposes, if any consideration offered for the Offered Interest in the Bona Fide Offer consists of rights, interests or property other than money or an obligation to pay money, the Managers shall, in good faith, determine the Fair Market Value of that consideration in monetary terms as of the date the Bona Fide Offer was received by the Member desiring to Transfer. The Fair Market Value of that consideration in monetary terms, as so determined, shall take place no later than five (5) days after be included in the purchase price payable by the Company shall have notified Seller and any of its Affiliates of and/or the purchasing Members hereunder, but, in order to exercise of the right their rights of first refusal and granted above, neither the Company nor the purchasing Members need transfer to the 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 manner as described in Section 4 of this Agreementtax treatment which would have been available to it under the Bona Fide Offer. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller Lessor receives a bona fide offer to purchase the Premises, it will only sell its interest in the Premises, or any of its Affiliates (as defined a portion thereof, after such interest has first been offered to the Lessee in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire manner provided in this Land Lease. If Lessor wishes to sell some or all of the Remaining Shares its interest in the open market Premises, or directly a portion thereof, pursuant to a third party (the “Third Party”), Seller and/or its Affiliates such bona fide offer Lessor shall give written notice of such desire to the CompanyLessee, and Lessor will annex to this notice the written offer of the prospective purchaser, which notice written offer shall contain all of the 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 material terms of the sale andproposed sale. The Lessor will covenant and represent that to the best of Lessor’s knowledge such offer is valid and genuine, if 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 sale is a negotiated Premises, or the portion offered for sale, at the name same price and address of on the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell same terms as specified contained in the Offer Notice offer submitted by Lessor to Lessee. Within forty five (the “Offered Shares”) for a period of two (245) days following the date the Company receives the Offer Notice. The Company must give any after Lessee gives such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling 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 of any sale as contained in the offer received by the Lessor and submitted to the Lessee. If, as part of the Offered Shares 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 Company 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 assignees 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 the same as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open market, then the selling price required to the Company or its assignees for each Offered Share will be the closing price per share renotify Lessee of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. such changed terms pursuant to subparagraph (b) If the Company does not above and Lessee will be entitled to exercise its right of first refusal within as to such amended terms. This right of first refusal, and all rights and privileges resulting therefrom, are not assignable or transferable by the required two-day period provided aboveLessee, Seller and/or either by operation of law, or voluntarily. These rights and privileges are deemed to run personally to the 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 its Affiliates identified the terms, conditions, or covenants contained in the Offer Notice shall have the rightthis Land Lease. If Lessor notifies Lessee of a default, for a or breach by Lessee of any term, condition, or covenant contained in this Land Lease and Lessee fails to cure such default or breach within any applicable grace period of twenty (20) days following the expiration of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 granted herein, the Offered Shares shall again be subject to the then this right of first refusal set forth above. (c) The closing will immediately terminate as of the expiration 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 exercise of the Premises, or any portion thereof, or any interest therein to an affiliate provided that this right of first refusal under Section 7(a) above shall take place no later than five (5) days after continue to be a part of this lease. If Lessee elects not to purchase based on the Company shall have notified Seller bona fide offer and any of its Affiliates of Lessor sells the exercise of interest in Premises to the offeror then this right of first refusal shall terminate and in the same manner Lessee shall not be entitled to any further rights under this Article as described in Section 4 of this Agreement. (d) If Seller and/or to any of its Affiliates transfers any shares of common stock future sales of the Company by giftPremises, it will obtain the donee’s written agreement to comply with the right of first refusal but this Land Lease shall otherwise continue in this Section 7 regarding any further sale of those shares of common stock full force and effect. Time shall be of the Companyessence with respect to Lessee’s obligations under this Article.

Right of First Refusal. (a) If Seller or any So long as no Event of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933Default then exists, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire and subject to the Companyprovisions of paragraph 30(g) below, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Tenant shall have the a right of first refusal to acquire all purchase the Premises or any portion of Site (as applicable) upon the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price terms and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as conditions set forth in this paragraph 30 and Landlord shall not sell the Offer Notice; and if the Offer Notice proposes sales for cash in the open market, then the selling price to the Company Premises or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenany Site (as applicable) without first complying with either this paragraph 30 or paragraph 32. (b) If During the Company 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 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 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 delivering in writing Tenant’s ROFR Offer to Landlord on or before the date which is 30 calendar days following the ROFR Notice Date. If Tenant makes such Tenant’s ROFR Offer within such 30 day period, Landlord shall then accept Tenant’s ROFR Offer within 10 Business Days, and Tenant shall close a purchase of the required twoPremises or any Site (as applicable) on an all-day period provided cash basis at the 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 does not timely exercise its right of first refusal with respect to any ROFR Notice, Seller and/or Landlord shall have one (1) year to sell the Premises or any Site (as applicable) to the Person or group of its Affiliates Persons identified in the Offer ROFR Notice shall have the right, for a period price which cannot be less than 95% of twenty the ROFR Notice Price but which shall be consistent with the structure described in the ROFR Notice (20for example, if a Cash Offer is described in the ROFR Notice, Landlord may not sell the Premises or any Site (as applicable) days following to such Person or group of Persons pursuant to this subparagraph if the expiration price therefor would have constituted a Cash Plus Offer). In the 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 two-day periodpurchase, Tenant’s right of first refusal pursuant to sell 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 Third Party 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 open market, 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 Offer 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 Offered Shares not purchased 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 Company right to match such offer. If Tenant exercises its right to accept the terms of 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 assigneesoffer. (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 Tenant may remedy such Event of Default as follows: (i1) if 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 against any and all losses or claims arising as a result of such non-monetary Event of Default. Tenant’s failure to close the sale is to purchase of the Third Party, Premises or any Site (as applicable) on the sale closing date shall be made by Seller and/or an immediate Event of Default under this Lease. (f) Landlord shall not accept any unsolicited offers to sell the Premises or any Site (as applicable) without first complying with the provisions of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Noticethis paragraph 30, and if still applicable. (iig) 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 Offered Shares shall again be subject to the Tenant’s right of first refusal set forth above. (c) The closing pursuant to the exercise this paragraph 30 shall not apply to: (1) acquisition of the right Premises or any Site (as applicable), or any portion thereof, by a third party in a condemnation proceeding or a conveyance in lieu of first refusal under Section 7(acondemnation, or (2) above shall take place no later than five any conveyance resulting from the foreclosure of a Mortgage or other instrument encumbering the Premises or any Site (5as applicable), or any deed (or transfer or other form of conveyance or assignment) days after the Company shall have notified Seller and any given or made in lieu of its Affiliates of the exercise of the right of first refusal and in the same manner as described in Section 4 of this Agreementsuch foreclosure. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under From and after the Securities Act of 1933date hereof and during the Term, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Tenant shall have the right of first refusal to acquire and Landlord shall not sell, transfer or otherwise dispose of or convey all or part of Landlord’s interest in the Premises to any portion third party until and unless Landlord shall have obtained a bona fide offer therefor (the “Offer”), delivered written notice to Tenant, which notice shall contain the name of the Remaining Shares that Seller and/or any offeror, the address of its Affiliates desire the offeror, all of the terms and conditions of the Offer, a true and accurate copy of the Offer and offered to sell sell, transfer or otherwise dispose of such interest to Tenant at the same price and, except as specified hereafter provided, upon the same terms and conditions contained in the Offer Notice (the “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 and Tenant has not elected to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not 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 required two-day period provided abovedate of receipt of Landlord’s notice, Seller and/or any Landlord’s interest in the Premises may, during the one hundred eighty (180) days thereafter, be sold, transferred or otherwise disposed of its Affiliates identified to the original offeror at the same price and upon the same terms and conditions contained in the Offer Notice shall have as disclosed in writing to Tenant. (b) In the right, for a period of twenty (20) days following the expiration of such two-day period, to sell to the Third Party or in the open market, as identified in event Tenant rejects the Offer Noticeor fails to accept the Offer, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any this Lease and all of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, and conditions (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 including this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth aboverefusal) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the Premises shall be bound thereby. (c) The closing pursuant Failure of Tenant to the exercise of the this right of first refusal under 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 Section 7(a) above shall take place be null and void and of no later than five 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 (530) days after receipt of notice that complies with the Company requirements hereof. Payment of rental to such purchaser or otherwise treating such purchaser as Landlord shall have notified Seller and not be deemed to be a waiver of any of its Affiliates of the exercise of the right of first refusal or any other right or privilege of Tenant and in the same manner as described in Section 4 of this Agreementshall not create an estoppel with respect thereto. (d) If Seller and/or Any sale or transfer of Landlord’s interest in the Premises, or any of its Affiliates transfers any shares of common stock part thereof shall be expressly made subject to all of the Company by giftterms, covenants and conditions of this Lease. In the event the 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 will obtain the donee’s written agreement desires to comply with the exercise its right of first refusal in this Section 7 regarding any further sale hereunder. (e) In the event Tenant exercises its right of those shares of common stock first refusal then, notwithstanding the terms of the CompanyOffer (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 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 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. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under Upon the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all Closing of the Remaining Shares in the open market or directly to Offering, for a third party period of twenty-four (the “Third Party”), Seller and/or its Affiliates shall give written notice of 24) months from such desire to the Company, which notice shall contain the 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 PartyClosing, the proposed terms Company grants each of the sale andMaxim and J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., if the sale is a negotiated sale, the name and address of the Third Party LLC (the “Offer NoticeJG”). The Company shall have ) the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered SharesRight of First Refusal”) to act as 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 a any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period of two (2) days following by the date Company, any Subsidiary, or any successor to the Company receives (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 Offer Noticeevent 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 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 Subject Transaction without the express written consent of Maxim and JG. The Company must give 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 notice election by Maxim or JG shall not adversely affect its Right of exercise First Refusal with respect to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 other Subject Transaction during the twenty four (20)-day 24) month period described herein, the Offered Shares shall again be subject agreed to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller In the event the Owner Participant desires to sell, lease, convey or any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell otherwise transfer some or all of its Beneficial Interest or cause the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire Owner Lessor to sell, if such sale is lease, convey or otherwise transfer its Owner Lessor's Interest at any time within three years after expiration or termination of the Facility Lease (other than pursuant to be made in SECTION 13 and 14 of the open market or whether it is a negotiated sale Facility Lease) to a Third Partyany Person other than an Affiliate of the Owner Participant, the proposed terms of the sale and, if the sale is a negotiated saleFacility Lessee or an Affiliate thereof, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice Facility Lessee shall have the right, for unless such sale, lease, conveyance or transfer is in connection with the exercise of remedies upon a period Lease Event of twenty (20) days following the expiration of such two-day periodDefault, to sell to purchase, lease or otherwise acquire such interest on the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those and conditions set forth in the Offer Noticebid that the Owner Participant intends to accept. The Owner Participant shall 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 Facility Lease, and which offers it wishes to accept, together with a full and complete statement of the 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 (ii45) if such Offered Shares not purchased days from and after the receipt by the Company or its assignees are not sold by Seller and/or any Facility Lessee of such notice to notify the Owner Participant of its Affiliates intent to exercise its rights of first refusal. If the Facility Lessee elects to exercise the right provided in accordance with this Section 7(b) the preceding sentence, it shall within 60 days of such notice purchase, and the twenty (20)-day period described hereinOwner Participant shall sell, the Offered Shares shall again be subject Beneficial Interest on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.Owner

Right of First Refusal. (a) If Seller or any Westaim receives from a competitor of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares S&N in the open wound care market or directly a bone fide offer (“Qualifying Offer”) to a third party (purchase the “Third Party”)Manufacturing Assets and Westaim desires to accept the Qualifying Offer, Seller and/or its Affiliates Westaim shall give written notice (the “First Refusal Transfer Notice”) to S&N of such desire to that desire. The First Refusal Transfer Notice shall describe the Company, which notice shall contain Manufacturing Assets and the number proposed price (“Offered Purchase Price”) for the sale 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, Manufacturing Assets and the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered SharesPurchase Terms”) 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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open market, then the selling price Qualifying Offer. Westaim shall not be obligated to the Company or its assignees for each Offered Share will be the closing price per share provide to S&N a copy of the Company’s common stock Qualifying Offer or disclose the name of the competitor of S&N that made the Qualifying Offer. S&N shall have the option (the “Purchase Option”) to purchase all of the Manufacturing Assets for the Offered Purchase Price and on the NASDAQ Global Select Market Offered Purchase Terms. The Purchase Option shall be and remain irrevocable for a period (the “First Refusal Transfer Period”) ending on the earlier of (i) 11:59 p.m. Calgary time on the 10th day following the date the Offer First Refusal Transfer 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 Offer Notice shall have the right, for a period of twenty (20) days following the expiration of such two-day period, given by Westaim to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assigneesS&N; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, and (ii) 11:59 pm Calgary time on the Business Day prior to the day the Qualifying Offer expires pursuant to its terms. S&N may elect to exercise the Purchase Option by giving written notice of its election to Westaim, which exercise shall be maintained in confidence by Westaim. If S&N elects to exercise the Purchase Option, S&N’s notice of election shall fix a closing date (the ‘First Refusal Transfer Closing Date”) for the purchase of the Manufacturing Assets, which shall not be later than the Business Day prior to the expiry of the Qualifying Offer. The Offered Purchase Price shall be paid in cash by S&N on the First Refusal Transfer Closing Date. If S&N does not exercise the Purchase Option or if such Offered Shares the Purchase Option is exercised but the transition does not purchased close by the Company expiry of the First Refusal Transfer Period for any reason other than the default of Westaim, Westaim shall be permitted to accept the Qualifying Offer or its assignees are another offer on substantially similar or better terms at any time during the period ending 365 days (the “First Refusal Free Transfer Period”) after the expiry of the First Refusal Transfer Period. If Westaim does not sold by Seller and/or any of its Affiliates in accordance with this Section 7(b) within transfer the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing Manufacturing Assets pursuant to the exercise Qualifying Offer or another offer on substantially similar or better terms within a First Refusal Free Transfer Period, Westaim’s right to transfer the Manufacturing Assets pursuant to this Section 12.7 shall cease and terminate. Any transfer of the right of first refusal under Section 7(a) above shall take place no later than five (5) days Manufacturing Assets made after the Company shall have notified Seller and any of its Affiliates last day of the exercise First Refusal Free Transfer Period without strict compliance with the terms, provisions and conditions of this Section 12.7 and the right of first refusal other terms, provisions and in the same manner as described in Section 4 conditions of this Agreement. (d) If Seller and/or any , shall be null, void and of its Affiliates transfers any shares no force or effect. Any assignment of common stock this Agreement to a third party as part of the Company by gift, it will obtain transfer of the donee’s written agreement Manufacturing Assets pursuant to comply with the right of first refusal in this Section 7 regarding any further sale 12.7, whether as a result of those shares S&N not exercising the Purchase Option or as a result of common stock S&N exercising the Purchase Option but the transaction not closing by the expiry of the CompanyFirst Refusal Transfer Period for any reason other than the default of Westaim, shall be considered an assignment to a permitted assignee for purposes of Section 12.5.

Right of First Refusal. In the event that at any time ▇▇▇▇▇▇ shall elect to convey, sell, or transfer (ahereinafter “Transfer”) If Seller Tract 2, or any of its Affiliates portion thereof (Tract 2 and any portion thereof being herein referred to as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the an “Third PartyOffered Tract”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Wal-Mart shall have the a right of first refusal to acquire purchase all of ▇▇▇▇▇▇’▇ interest in such Offered Tract in accordance with the procedures hereinafter set forth. Prior to ▇▇▇▇▇▇ entering into a purchase agreement or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice other agreement whereby ▇▇▇▇▇▇ would effectuate a Transfer (the a “Offered SharesProposed Purchase Agreement”) for any Offered Tract, ▇▇▇▇▇▇ shall submit a period complete copy of two the Proposed Purchase Agreement to Wal-Mart. Wal-Mart shall have sixty (260) days following (“Option Period”) from the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such twoWal-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale Mart’s receipt of the Proposed Purchase Agreement in which to notify ▇▇▇▇▇▇ of Wal Mart’s election, in Wal-Mart’s sole discretion, to (i) purchase all of ▇▇▇▇▇▇’▇ interest in the Offered Shares Tract substantially in accordance with the terms and conditions of the Proposed Purchase Agreement, or (ii) not purchase the Offered Tract. In the event Wal-Mart elects (ii) above, or fails to notify ▇▇▇▇▇▇ of Wal-Mart’s election under (i) or (ii) above prior to the Company or its assignees expiration of the Option Period, ▇▇▇▇▇▇ shall be have the same as right to sell the Offered Tract upon the terms and conditions set forth in the Offer Notice; and if Proposed Purchase Agreement to the Offer Notice proposes sales for cash purchaser designated therein, provided in the open marketevent ▇▇▇▇▇▇ 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 the selling price to the Company or its assignees for each Offered Share will be the closing price per share of the CompanyWal-Mart’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise its 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. Upon the consummation of the Proposed Purchase Agreement between ▇▇▇▇▇▇ and the prospective purchaser (or its assigns or designees) within the required twoPermitted Sale Period, Wal-day period provided aboveMart’s right of first refusal shall terminate as to such Offered Tract. Notwithstanding the foregoing, Seller and/or any of its Affiliates identified in the Offer Notice shall have the right, event a Transfer is a deemed Transfer based on a lease of an Offered Tract for a period term greater than ten (10) years as set forth below, Wal-Mart’s right of twenty (20) days following first refusal shall not terminate, but shall continue on the expiration terms and conditions set forth herein regarding any future Transfer of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by Tract, or portion thereof. In the Company or its assignees; provided, however, that event Wal-Mart shall elect to purchase the Offered Tract under (i) if the sale is above, then subject to the Third Partyprovisions of this Section, Wal-Mart shall consummate the sale purchase of the Offered Tract substantially in accordance with the terms of the Proposed Purchase Agreement, and ▇▇▇▇▇▇ shall be made by Seller and/or any of its Affiliates convey the Offered Tract to the Third Party as identified Wal-Mart or Wal-Mart’s designee in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those manner set forth in the Offer NoticeProposed Purchase Agreement, provided (a) in no event shall Wal-Mart be required to close in less than ninety (90) days, and (iib) if such 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 Shares not purchased by Tract. Notwithstanding any terms or conditions to 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 contrary herein, the Offered Shares 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 again be deemed a Transfer of Tract 2 and subject to the right of first refusal set forth above. (c) The closing pursuant to of Wal-Mart herein, provided the exercise purchase price shall be the fair market value of the right Offered Tract, as reasonably determined by Wal-Mart and ▇▇▇▇▇▇, and the terms and conditions of the agreement of purchase and sale shall be such as reasonably agreed upon by the parties consistent with the terms and conditions in the previous sentence. Notwithstanding the immediately preceding sentence, any sale-leaseback transaction involving Tract 2, irrespective of form, that 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 under Section 7(a) above rights hereunder; provided that in such event, such first refusal rights shall take place no later than five (5) days after the Company not be impaired and shall have notified Seller and any of its Affiliates continue notwithstanding such sale- leaseback transaction as to a Transfer of the exercise leasehold interest of the right ▇▇▇▇▇▇ to any party which is not an Affiliate of first refusal and ▇▇▇▇▇▇. Any attempted Transfer of Tract 2 in the same manner as described in Section 4 violation of this AgreementSection 10 shall be void. The term “Affiliate as used herein shall mean any entity which is directly or indirectly controlled by ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Oil Corporation. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (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 timetime during the Term of this Lease (but for purposes hereof, desire to sell some or all of the Remaining Shares in the open market or directly to specifically excluding Renewal Terms, if any), Landlord shall receive a bona fide offer (a “Third Party Offer”) from a third party (other than a purchaser making a bid or offer to purchase the “Third Party”)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, Seller and/or its Affiliates 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 give written notice notify Tenant of such desire to Third Party Offer, including the Company, which notice shall contain the 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 identity of the sale andofferor. If at the time no event of default has occurred hereunder and is continuing, if and provided that Tenant shall not have vacated the sale is a negotiated sale, Leased Property or subleased the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open marketentirety thereof, then the selling price to the Company or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the right, for a period of twenty (20) days following after Tenant’s receipt of Landlord’s notice, Tenant shall have the expiration of such two-day period, exclusive right to sell accept Landlord’s offer to the Third Party or purchase Landlord’s interest in the open market, as identified in Leased Property upon the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those and conditions set forth in the Offer NoticeThird Party Offer. Tenant 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 next occurring Installment Payment Date that is at least twenty (20) 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 Leased Property upon payment of the sale price therefor, in accordance and upon compliance with the terms and conditions of the Third Party Offer, Landlord’s Lender shall be repaid in full all amounts secured by such Lender’s liens against the Leased Property, and (ii) if this Lease shall terminate upon 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) conveyance. If Tenant fails to accept Landlord’s offer within the such twenty (20)-day period described herein20) day period, the Offered Shares then Landlord shall again be free, subject to the right of first refusal restrictions set forth above. in paragraph (ci) The closing of Article 21 hereof, to sell the 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 exercise preceding sentence shall 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 right Leased Property pursuant to this paragraph (b) of first refusal under Section 7(a) above Article 16 shall take place no later than five the Leased Property subject to 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 (5b) days after the Company shall have notified Seller of Article 16 to execute and any deliver to Tenant a document confirming such third party’s assumption of its Affiliates of the exercise of the right of first refusal Landlord’s rights and in the same manner as described in Section 4 of obligations under this AgreementLease thereafter accruing. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or So long as the Tenant is not in default under any of its Affiliates (as defined the terms and conditions contained within the Lease, beyond any applicable notice and cure period, in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all event Landlord enters into a contract for the sale of the Remaining Shares in the open market or directly to a third party Premises (the “Third PartyOffer”)) at any time during the Lease Term, Seller and/or its Affiliates shall give written notice of such desire to the Companyor any extension thereof, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have Landlord hereby grants Tenant the right of first refusal to acquire all or any portion of purchase the Remaining Shares that Seller and/or any of its Affiliates desire to sell as Premises on the same terms and conditions specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenOffer. (ba) If Within ten (10) days of the Company does 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 the required two-such thirty (30) day period provided above(unless such thirty (30) day period ends on a non-business day, Seller and/or any 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 Affiliates identified in the 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth aboveto 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 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 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) The closing pursuant to In the exercise of event that either the Offer is terminated or a material term in the Offer is changed, Tenant’s right of first refusal under Section 7(a) above shall take place no later than five (5) days after be reinstated as to any new offer and/or the Company shall have notified Seller modified Offer, respectively. However, should Landlord timely and any of its Affiliates properly close on the sale of the Premises to 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 right of first refusal shall become null and in the same manner as described in Section 4 of this Agreementvoid. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. If at any time during the Term (a"ROFR Period"), Landlord determines to offer the Premises for sale, then Landlord shall offer to sell the Premises to Tenant at the 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 Seller or Tenant rejects the ROFR offer, proposes to vary any of its Affiliates 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 (as defined in Rule 405 promulgated under 15)-day period, then such failure, proposal to vary terms or rejection shall be deemed an irrevocable rejection of Landlord's offer and the Securities Act ROFR shall expire and be of 1933no further force or effect, as amended) shall, at any time, desire Landlord shall thereafter have the right to sell some or all of the Remaining Shares Premises to any third party pursuant to the terms and conditions set forth in the open market ROFR offer, or directly 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 “Third Party”), Seller and/or its Affiliates shall give Amended ROFR offer by serving Landlord written notice of such desire Tenant's decision. The terms and provisions contained herein concerning Tenant's acceptance or rejection of the initial ROFR offer, or Landlord's failure to offer same to Tenant as required herein, shall also apply to the Company, which notice shall contain Amended ROFR offer. If Tenant accepts in writing the number of shares Seller and/or any of its Affiliates desire to sellROFR offer (or, if such sale is to be made in the open market or whether it is a negotiated sale to a Third Partyapplicable, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell Amended ROFR offer) as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the right, for a period of twenty then within fifteen (20) days following the expiration of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 (515) days after the Company shall have notified Seller and any of its Affiliates Tenant's acceptance of the exercise of ROFR offer, Landlord and Tenant shall execute the right of first refusal and in the same manner as described in Section 4 of this Proposed 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller Franchisee or its owners at any time determine to sell or to transfer for consideration the franchise, the assets of the ▇▇▇▇▇ or any of ownership interest in Franchisee, Franchisee or its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933owners must obtain a bona fide, as amended) shall, at any time, desire to sell some or all executed written offer from a responsible and fully disclosed purchaser and must submit an exact copy of the Remaining Shares 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 ▇▇▇▇▇ or the ownership interest in Franchisee for the price and on terms contained in the open market or directly to a third party (the “Third Party”)offer, Seller and/or its Affiliates shall give written notice provided that Franchisor may substitute cash for any form of such desire to the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is to be made payment proposed in the open market or whether it is offer and has a negotiated sale minimum of sixty days to a Third Party, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”)prepare for closing. The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company Franchisor does not exercise its right of first refusal within the required two-day period provided aboverefusal, Seller and/or any of its Affiliates identified in the 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company Franchisee or its assignees; provided, however, that (i) if owners may complete the sale is to purchaser pursuant to and on the Third Partyterms of the offer, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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) Agreement, provided, that if the sale to purchaser is not completed within one hundred and eighty days after delivery of the twenty (20)-day period described hereinoffer to Franchisor, or, if there is a material change in the Offered Shares shall terms of the sale, Franchisor again be subject to has the right of first refusal set forth above. (c) The closing pursuant to the exercise refusal. If, upon expiration 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 initial term of the exercise of franchise: Franchisee has, during the right of first refusal and in the same manner as described in Section 4 term of this Agreement. (d) If Seller and/or any , substantially complied with all its provisions; and Either Franchisee maintains possession of its Affiliates transfers any shares of common stock and agrees to refurbish and decorate the premises of the Company ▇▇▇▇▇, 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 gift, it will obtain the donee’s written agreement Franchisor and agrees to comply 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 first refusal in 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 provide for a higher management fee and for greater expenditures than this Section 7 regarding any further sale of those shares of common stock of the CompanyAgreement.

Right of First Refusal. Pending negotiation and execution of the LEP Agreement, Seller will not at any time assign, transfer, convey or otherwise dispose of any of its rights to LEP unless Seller has first (a) If Seller or any of its Affiliates received from a Qualifying Offeror (as defined hereinafter defined) a BONA FIDE written offer for such rights, in Rule 405 promulgated under 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 Securities Act of 1933, as amendedfollowing provisions: (i) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall will give written notice to Buyer of each Qualifying Offer, including a complete copy thereof, the identify of the Qualifying Offeror, purchase price, rights and other assets involved and all other terms and conditions thereof (the "Notice"). (ii) With respect to each Qualifying Offer, Buyer shall have 21 days after receipt of the Notice in which to elect to purchase such rights on the same terms and conditions as 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 desire to rights on the Company, which terms set forth in such Qualifying Offer. (iv) If Buyer gives notice shall contain the number of shares Seller and/or any of its Affiliates desire election not to sell, if purchase such sale is rights or fails to be made in the open market or whether it is a negotiated sale to a Third Party, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the right, for a period of twenty (20) days following the expiration of such two21-day period, Buyer will be deemed to sell have waived its rights with regard to such Qualifying Offer, and Seller will have 60 days after the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser end of such Offered Shares than those 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 Notice, and (ii) if such Offered Shares has not purchased been closed by the Company or its assignees are not sold by 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 and/or any of its Affiliates in accordance with this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares hereunder shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise all 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 Agreementprovisions hereof. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. If Landlord receives an offer from any person or entity that owns towers or other wireless telecommunications facilities (aor is in the business of acquiring Landlord’s interest in the Lease) If Seller to purchase fee title, an easement, a lease, a license, or any of its Affiliates (as defined other interest in Rule 405 promulgated under Landlord’s Property, or Landlord’s interest in the Securities Act of 1933Lease, as amended) shall, at or an option for any time, desire to sell some or all of the Remaining Shares in the open market or directly foregoing, then prior to a third party (the “Third Party”)accepting said offer, Seller and/or its Affiliates Landlord shall give provide written notice of such desire to the CompanyTenant, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Tenant shall have the a right of first refusal to acquire all such interest on the same terms and conditions in the offer, excluding any terms or any 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 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 Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) Landlord’s notice shall provide for a due diligence period of two less than sixty (260) days following the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open marketdays, then the selling price due diligence period shall be extended to the Company or its assignees for each Offered Share will be the closing price per share sixty (60) days from exercise of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) right of first refusal and closing shall occur no earlier than fifteen days thereafter. If the Company Tenant does not exercise its right of first refusal by written notice to Landlord given within thirty (30) days, Landlord may convey the required two-day period provided above, Seller and/or any of its Affiliates identified property as described in the Offer Notice 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 right of first refusal shall survive any such conveyance. Tenant shall have the right, for a period of twenty (20) days following the expiration of such two-day periodat its sole discretion, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to assign the right of first refusal set forth above. (c) The closing pursuant to the exercise any person or entity, either separate from an assignment of the right Lease or as part 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 an assignment of the exercise Lease. Such assignment may occur either prior to or after Tenant’s receipt of Landlord’s notice and the right of first refusal and in the same manner as described in Section 4 of this Agreementassignment shall be effective upon written notice to Landlord. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (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 timetime during the Term of this Lease, desire to sell some or all of the Remaining Shares in the open market or directly to Landlord shall receive a bona fide offer (a “Third Party Offer”) from a third party (other than a purchaser making a bid or offer to purchase the “Third Party”)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, Seller and/or its Affiliates containing terms and conditions satisfactory to Landlord, then Landlord shall give written notice notify Tenant of such desire to Third Party Offer, including the Company, which notice shall contain the 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 identity of the sale and, if offeror. If at the sale is a negotiated sale, the name and address time of Landlord’s receipt of the Third Party (Offer no Event of Default has occurred hereunder and is continuing, and provided that Tenant shall not have vacated the “Offer Notice”). The Company shall have Leased Property or subleased the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) entirety thereof, then for a period of two (2i) days following sixty (60) days, if during the date Initial Term, or (ii) thirty (30) days, if during a Renewal Term, after Tenant’s receipt of Landlord’s notice, Tenant shall have the Company receives exclusive right to accept Landlord’s offer to purchase Landlord’s interest in the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price Leased Property upon the terms and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as conditions set forth in the Offer Notice; and Third Party Offer. Tenant shall exercise such right of first refusal, if at all, by delivering its written purchase offer to Landlord within said sixty (60) or thirty (30) day period, as the Offer Notice proposes sales for cash in the open marketcase may be, then the selling price to the Company or its assignees for each Offered Share will be the closing price per share following receipt of the CompanyLandlord’s common stock on the NASDAQ Global Select Market notice. Such purchase shall occur on the date that is at least forty-five (45) days after Landlord’s receipt of such notice. On the Offer Notice is given. (b) If the Company does not exercise date of such purchase Landlord shall convey and assign to Tenant, or its right of first refusal within the required two-day period provided abovedesignee, Seller and/or any of its Affiliates identified Landlord’s interest in the Leased Property or portion thereof against payment of the sale price therefor, in accordance and upon compliance with the terms and conditions of the Third Party Offer Notice and this Lease, and Tenant’s obligation to pay Rent, shall have terminate with respect to the rightLeased Property conveyed to Tenant. If Tenant fails to accept Landlord’s offer within such sixty (60) or thirty (30) day period, as the case may be, then Landlord shall be free, subject to the restrictions set forth in Paragraph (g) of Article 21 hereof, to sell the 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 twenty nine (209) days following 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 expiration event of such two-day period, to sell to any material change in the terms of the Third Party or Offer, Tenant’s rights pursuant to this paragraph shall be reinstated. The term “material change” as used in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company preceding sentence shall include a change of identity of a third party or its assignees; providedassignee, however, to a bank which is a substantial competitor in Tenant’s market. Any third party that (i) if purchases the sale is Leased Property pursuant to this Article 16 shall take the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be Leased Property subject to the right of first refusal set forth above. (c) The closing 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 the exercise this Article 16 to execute and deliver to Tenant a document confirming such third party’s assumption of the right of first refusal Landlord’s rights and obligations 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 AgreementLease thereafter accruing. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under In the Securities Act of 1933, as amended) shall, event that at any timetime during the Lease Term, desire to sell some or all of the Remaining Shares in the open market or directly to Lessor receives a bona fide written offer from a third party unaffiliated with Lessor for the lease to such party of space on the second floor of the Building other than the Leased Premises (the “Third Party”"OFFER Space"), Seller and/or its Affiliates which offer Lessor intends to accept on the terms set forth in such offer (or which Lessor has accepted expressly subject to Lessee's rights under this Paragraph 3), Lessor shall give written notice (the "OFFER NOTICE") to Lessee, together with a copy of such desire to written offer received by Lessor. Provided that (i) no Event of Default then exists and (ii) the Companynamed Lessee is then occupying the entire Leased Premises, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Lessee shall have the right of first refusal to acquire all or any portion of lease the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 space identified in the Offer Notice shall have the right, for a period term commencing on the date on which Lessor delivers possession thereof to Lessee, and ending on the last day of twenty (20) days following the expiration of such two-day periodLease Term, to sell to and otherwise on the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, and by giving written notice of exercise (ii"LESSEE'S EXERCISE NOTICE") 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) to Lessor within the twenty ten (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal 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 (510) days after Lessor gives the Company Offer Notice to Lessee. If Lessee exercises its right under this Paragraph 3 to lease such space, then such space shall become subject to all of the terms of this Lease except that to the extent to which the terms set forth in the Offer Notice (including Base Rent and concessions) are inconsistent with any of the 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 Leased Premises. In the event that Lessee, for any reason whatsoever, fails or refuses to 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 Offer Space for the remainder of the Lease Term; provided, however, that if Landlord has not, within seven (7) months after Landlord gave the Offer Notice to Lessee, entered into one or more leases covering such Offer Space on terms not substantially more favorable to the lessee thereunder than the terms set forth in the Offer Notice, Lessor shall be required to re-commence the 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 apply separately with respect to each portion of the second floor, but Lessee shall have notified Seller and only one opportunity to exercise the right herein granted with respect to any specific portion of its Affiliates such space on the second floor of the exercise 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 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 Leased Premises, subject to all of the Company by giftterms, it will obtain the donee’s written agreement to comply with the right of first refusal provisions and conditions set forth in this Section 7 regarding any further sale of those shares of common stock Lease (except as otherwise provided above in this Paragraph 3), and Lessee's Proportionate Share shall be appropriately modified. Notwithstanding the foregoing, each party to this Lease shall, upon request of the Companyother party, execute an amendment to this Lease setting forth the 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 adjusted to reflect the addition of the Offer Space.

Right of First Refusal. Landlord 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, conditions and provisions as contained in the Lease, as modified and except as otherwise provided herein. (a) If Seller or In the event Landlord receives a letter of intent to lease any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to ROFR Space from a third party (the “Third PartyOffer”), Seller and/or its Affiliates Landlord shall give notify Tenant of such Offer. The Right of First Refusal shall be exercisable by Tenant only by written notice of such desire given by Tenant to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does Landlord 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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) business days after Tenant receives the Company Offer from Landlord. (b) Tenant may only exercise its Right of First Refusal, and an exercise thereof shall have notified Seller only be effective, if at the time of Tenant’s exercise, the Lease is in full force and 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 the condition set forth in the first sentence of this subparagraph (b), if Tenant 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 ROFR Space, then, at Landlord’s option, Tenant’s right to exercise its Right of First Refusal may be terminated and rendered null and void by written notice thereof from Landlord to Tenant (c) Upon the valid exercise by Tenant of its Affiliates Right of First Refusal, Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the ROFR Space as determined in accordance with the provisions of this Section, with such revisions to the rent provisions of the exercise of Lease as may be necessary to conform those provisions to the right of first refusal and in rental rate applicable to the same manner as described in Section 4 of this AgreementROFR Space. (d) If Seller and/or The Right of First Refusal is not transferable by any assignment or subletting and, in the event of its Affiliates transfers any shares an assignment or subletting, the Right 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 Section 7 regarding any further sale of those shares of common stock of the CompanyFirst Refusal shall be null and void.

Right of First Refusal. (a) If Seller At least five business days before making any sale or any other disposition of its Affiliates Option Shares, Holder will give Issuer a notice (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended"Disposition Notice") shall, at any time, desire to sell some or all advising Issuer of the Remaining number and type of Option Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is proposed to be made in the open market or whether it is a negotiated sale to a Third Party, disposed of and the proposed terms of the sale purchase price therefor, and, if the sale is Holder then intends to tender such Shares into a negotiated saletender or exchange offer by a Person other than Holder or any subsidiary or affiliate of Holder, advising Issuer of such specific offer to purchase such Shares, the name price to be paid thereunder and address the identity of the Third Party (offeror. For purposes hereof, a tender or exchange offer to purchase Issuer Common Stock will be deemed to be an offer at the “Offer Notice”)price specified therein, without regard to any provisions thereof with respect to proration or conditions to the offeror's obligation to purchase. The Company shall 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 Holder) of such other property included in such price; provided that the time during which Issuer must exercise its right of first refusal to acquire all or any portion and consummate the purchase of the Remaining Shares that Seller and/or any of its Affiliates desire Issuer Common Stock will not be affected by the time required to sell as specified in the Offer Notice (the “Offered Shares”) for a period of two (2) days following the date the Company receives the Offer Notice. The Company must give any make such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givendetermination. (b) If Issuer exercises its right of first refusal hereunder, the Company 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 Section 3 above; provided, however, that if the determination of value of any noncash consideration has not yet been made, as to that portion of the purchase price Issuer will pay an amount equal to such value as estimated by the 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 required two-day period provided above, Seller and/or any of its Affiliates identified in time specified and pay to Holder the Offer Notice shall have amount due for the right, for a period of twenty (20) days following the expiration of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be Option "shares subject to the such right of first refusal set forth above. (c) The closing pursuant refusal, Holder will at all times thereafter be free to sell the Option Share specified in such Disposition Notice to the exercise of offeror, if any, identified therein or to any other party, at 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 price specified therein or at any of its Affiliates of the exercise of the right of first refusal and price in the same manner as described in Section 4 of this Agreementexcess thereof. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (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 timetime during the Term of this Lease Landlord shall receive a bona fide 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 sell some or all of accept, Landlord shall promptly convey to Tenant the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice terms of such desire to the Companyoffer, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Tenant shall have the an irrevocable, ongoing right of first refusal and may, within fifteen (15) Business Days thereafter, TIME BEING OF THE ESSENCE, elect to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified purchase Landlord’s right, title and interest in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be Leased Premises from Landlord on the same terms as those set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assigneesoffer; provided, however, that (i) if the sale is terms of such offer relate to Landlord’s right, title and interest in and to the Third PartyLeased 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 sale purchase price shall be made by Seller and/or any of its Affiliates prorated equitably to reflect that it only relates to Landlord’s right, title and interest in and to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer NoticeLeased Premises, and (ii) if such Offered Shares not purchased by Tenant shall close its purchase within sixty (60) days of the Company or its assignees are not sold by Seller and/or any date of its Affiliates notice to Landlord electing to purchase Landlord’s right, title and interest in accordance with this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be subject 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 to Tenant herein and (iv) Tenant shall have no right of first refusal set forth above. (c) The closing 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 exercise of the time herein specified therefor, said right of first refusal under Section 7(a) above shall take place no later than five (5) days after cease to exist with respect to the Company shall have notified Seller offer in question and any of its Affiliates other subsequent third party offer which offer price is at least ninety-eight percent (98%) of the exercise offer previously submitted to Tenant and which new offer is submitted within twelve (12) months and closed within eighteen (18) months after Tenant’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 and as set forth in this Paragraph 32 shall be reinstated with respect to any subsequent offer that is not described in the same manner as described in Section 4 of this Agreementforegoing sentence. (db) If Seller and/or Notwithstanding anything to the contrary herein, the provisions of this Paragraph 32 shall not apply to (i) any of its Affiliates transfers any shares of common stock sale or conveyance of the Company by giftLeased 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, it will obtain or (ii) or any transfer, sale or other disposition of the donee’s written agreement Leased Premises to comply with SunTrust Banks, Inc. or any Affiliate thereof. Notwithstanding anything to the right of first refusal contrary contained this Lease, so long as this Lease is in effect, Landlord shall not sell, assign, or otherwise transfer or convey its interest in this Section 7 regarding any further sale Lease to a Competitor of those shares of common stock of the CompanyTenant.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under In the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to event that a third party (the “Third PartyOfferor”), Seller and/or its Affiliates shall give written notice other than an Affiliate of such desire Seller, offers to purchase or acquire the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all PPHL Shares or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice thereof (the “Offered Shares”), PPHL (or its assignee, each of PPHL and the assignee, shall be referred to in this Section as the “PPHL Purchaser”) for shall have a period right of two first refusal to purchase the Offered Shares, but not less than all of them, at the same price and terms as offered by the Offeror (2“Right of First Refusal”). Seller shall provide PPHL with a written notice (“Transfer Notice”) of the Offeror’s intent to purchase the Offered Shares, which notice shall include the number of PPHL Shares to be purchased and the price per share to be paid by the Offeror and any other terms deemed relevant by Seller. PPHL Purchaser shall have 10 days following from the date PPHL receives the Transfer Notice to notify Seller in writing of its intention to purchase all of the Offered Shares on the same terms and conditions as 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 foregoing within such 10 day period, the PPHL Purchaser shall 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 Company receives the Offer Notice. The Company must give any such PPHL Purchaser provides Seller with its written notice of exercise its intent to purchase the Offered Shares. In the event that the PPHL Purchaser does not notify Seller within such two-10 day period that it intends to purchase the Offered Shares in accordance with the foregoing, or PPHL notifies Seller in writing that it will not purchase the Offered Shares within such 10 day period. The Company may freely assign its purchase option in whole or in part. The selling price , then Seller shall be entitled to consummate the sale and terms transfer of any the Offered Shares with the Offeror, provided that if Seller does not consummate the sale of the Offered Shares within 60 days of providing the Transfer Notice it will offer to PPHL again the Company or its assignees Right of First Refusal. The Right of First Refusal hereunder shall be not derogate from the same as set forth in right to exercise the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Call Option in accordance with this the provisions of Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth above‎4.6. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any Provided that no Lease Event of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933Default exists and no Lease Default has occurred and is continuing, as amended) shall, if Lessor should at any time, desire time during the Term receive a bona fide offer to sell some or all of purchase the Remaining Shares in Lessor Property (the open market or directly to "Refusal Offer") from a third party and Lessor desires to accept such offer, Lessor shall deliver to Lessee a written notice (the “Third Party”), Seller and/or its Affiliates shall give written notice "Acquisition Notice") setting forth the name of the prospective purchaser and the terms and conditions of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenRefusal Offer. (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 Offer Notice Lessee shall have the right, for a period of twenty (20) days following from receipt of the expiration Refusal Offer to elect to acquire the Lessor Property pursuant to the terms and conditions of such two-day period, Refusal Offer (the "Right of First Refusal") by delivering written notice thereof to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser Lessor. Delivery of such Offered Shares than those 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 Offer NoticeRefusal 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 obligated to comply with the applicable provisions of the Debt Documents and (ii) if such Offered Shares in all events Lessee recognizes that the Right of First Refusal is subject to the terms of the Debt Documents and Head Lease. In the event Lessee shall not purchased by the Company or elect to exercise its assignees are not sold by Seller and/or any Right of its Affiliates in accordance with this Section 7(b) First Refusal, fails to timely deliver notice within the twenty (20)-day 20) day 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 Lessor Property, Lessee shall conclusively be deemed to have waived its Right of First Refusal as to the transaction described hereinin the Refusal Offer in question and Lessor may thereupon proceed to sell the Lessor Property on the terms and conditions and to the party specified in the Refusal Offer in question. The Right of First Refusal shall be applicable to any future sales, and this Lease shall remain in full force and effect. Modifications may be made in the offer outlined in the Refusal Offer without the necessity of resubmitting the offer to Lessee; provided, that the purchase price is not reduced, the Offered Shares shall again be subject to payment terms are not changed, and that the right Closing Date is not extended for a period in excess of first refusal set forth aboveone hundred eighty (180) days. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any For purposes of its Affiliates (as defined in Rule 405 promulgated under this Article 39, “Offer Space” means all contiguous rentable space on the Securities Act 29th floor of 1933, as amended) shallthe Building. If, at any timetime after the Commencement Date of this Lease and during the Lease Term or any Renewal Term, desire to sell some or all any lease for any portion of the Remaining Shares in Offer Space expires or is due to expire or any portion of the open market Offer Space is or directly is due to become vacant and not leased and if Landlord receives a proposal (which Landlord is prepared to accept) to 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 “Third Party”)tenant then leasing such space, Seller and/or its Affiliates shall give 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 date of this Lease based on a Proposal for which Tenant is given an Offer Notice in accordance with this Article 39, Landlord will offer to Tenant the right to lease the 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 of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”)) to designate the space being offered and to specify the terms for the Offer Space. The Company shall have If the right of first refusal to acquire all or any portion of the Remaining Shares Proposal includes some space that Seller and/or any of its Affiliates desire to sell as specified is not included in the definition of Offer Notice (the “Offered Shares”) for a period of two (2) days following the date the Company receives Space, Landlord will include such other space in the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company Tenant may freely assign its purchase option in whole or in part. The selling price and terms of any sale of accept the Offered Shares to the Company or its assignees shall be the same as offer set forth in the Offer Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice; and if ”) of such offer within 7 business days after delivery by Landlord of the Offer Notice proposes sales for cash in to Tenant. Time is of the open market, then the selling price essence with respect to the Company or its assignees for each Offered Share will be the closing price per share giving of the CompanyTenant’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the right, for a period of twenty (20) days following the expiration of such two-day period, Notice. In order to sell to the Third Party or in the open market, as identified in send the Offer Notice, Landlord does not need to have negotiated a complete lease with the Offered Shares not purchased by Proposed Tenant, but may merely have agreed upon the Company or its assignees; provided, however, that (i) if material economic terms for the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth aboveProposal. (c) The closing If Tenant accepts the Proposal, Tenant must accept all Offer Space (and any other space included in the Proposal pursuant to the this Article 39) offered by Landlord, and may not exercise its right with respect to only part 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 Agreementsuch space. (d) If Seller and/or Tenant at any of time declines (or 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 Affiliates transfers affiliate or designee) or to any shares of common stock other prospective tenant on the terms contained in the Offer Notice or such other terms upon which Landlord and the Proposed Tenant or other prospective tenant may mutually agree, 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 Company by giftbase rental rate quoted in the Offer Notice, it 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 Offer Notice, then Landlord will obtain submit to Tenant a new Offer Notice, and Tenant will again have the donee’s written agreement to comply rights set forth in this Article 39. If Landlord does not enter into a lease with the Proposed Tenant (or its affiliate or designee) or other prospective tenant on the terms set forth in the Offer 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, then Tenant’s right of first refusal as set forth in (and subject to the terms, conditions and limitations of) this Article 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 Section 7 regarding Article 39) to offer such Offer Space to Tenant upon Landlord’s receipt or giving of a Proposal from any further sale of those shares of common stock 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 Company.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 will be extended so as to be coterminous with the lease to Tenant of the Offer

Right of First Refusal. (a) If Seller or 5.12.1 Before any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some Purchaser Shares may be sold or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”)transferred by Seller, Seller and/or its Affiliates shall first give written notice of such desire thereof to Purchaser stating the Companyproposed transferee, which notice shall contain the number of shares Seller and/or any of its Affiliates desire Purchaser Shares proposed to sellbe transferred, the purchase price, if any (if such sale is shares are to be made in the open market or whether it is a negotiated sale to a Third Party, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash sold in the open market, then the selling purchase price shall be deemed to the Company or its assignees for each Offered Share will be the closing sale price per share of the Company’s common stock on the NASDAQ Global Select Market such Purchaser Shares on the date immediately preceding the Offer Notice is givendate 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. (b) 5.12.2 If the Company does Purchaser elects not to exercise its right of first refusal option to purchase the Purchaser Shares within the required two-two business day time period provided 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 and/or any of its Affiliates identified may sell such Purchaser Shares on the same terms and conditions as set forth in the Offer Notice shall have the right, for a period of twenty Seller's original notice (20) days following the expiration of except that if such two-day period, notice provided that such shares were to sell to the Third Party or be sold in the open market, as identified in the Offer Notice, the Offered Shares Seller shall not purchased by the Company or its assignees; provided, however, that (i) if the sale is be bound to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those purchase price set forth in Seller's original notice, as long as such shares are sold in the Offer Noticeopen market), and at any time after the expiration of the two business day time period referred to above (iiin the case of a non-exercise by Purchaser) if or after the passing of the Closing Date described in Purchaser's notice (in the case where Purchaser has notified Seller of its intention to purchase the Shares but such Offered Shares sale is not purchased consummated by the Company or its assignees said Closing Date). If such shares are not sold by Seller and/or any of its Affiliates in accordance with this Section 7(bwithin sixty (60) within the twenty (20)-day period described hereindays, the Offered Shares then they shall become subject again be subject to the Purchaser's right of first refusal as set forth in Section 5.12.1 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller at any time after the 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 of its Affiliates (as defined other interest in Rule 405 promulgated under the Securities Act of 1933Premises or any portion thereof or to acquire any interest in this Agreement, as amended) shall, at or an option for any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”)foregoing, Seller and/or its Affiliates LESSOR shall give provide written notice to LESSEE of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party said offer (the “Offer LESSOR’s Notice”). The Company LESSOR’s Notice shall include the prospective buyer’s name, the purchase price being offered, any other consideration being offered, the other terms and conditions of the offer, a description of the portion of and interest in the Premises and/or this Agreement which will be conveyed in the proposed transaction, and 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 acquire all meet any bona fide offer of sale or any portion transfer on the terms and conditions of the Remaining Shares such offer or by effectuating a transaction with substantially equivalent financial terms. If LESSEE fails to provide written notice to LESSOR that Seller and/or any of its Affiliates desire LESSEE intends to sell as specified in the Offer Notice meet such bona fide offer within thirty (the “Offered Shares”) for a period of two (230) days following the date the Company receives the Offer Notice. The Company must give any such notice after receipt of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the CompanyLESSOR’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, LESSOR may proceed with the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 proposed transaction in accordance with the terms and conditions of such third party offer, in which event this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares Agreement shall again be subject to continue in full force and effect and the right of first refusal set forth above. 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 (c30) The closing pursuant 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 exercise of Premises and the purchase price shall be pro-rated on a square footage basis. Further, LESSOR acknowledges and agrees that if LESSEE exercises this right of first refusal under Section 7(a) above shall take place no later than five (5) days after refusal, LESSEE may require a reasonable period of time to conduct due diligence and effectuate the Company shall have notified Seller and any closing of its Affiliates a transaction on substantially equivalent financial terms of the exercise third party offer. LESSEE 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 and in the same manner as described in Section 4 of this Agreementrefusal. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. For a period of thirty (a30) If Seller or any calendar days after receipt of its Affiliates (as defined in Rule 405 promulgated under a Disposition Notice by the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire Company to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party Offerees (the “Offer NoticePeriod”). The Company , the Offerees shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (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 re- allotment as provided below) of the Offered SharesShares 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 (such Offeree’s “First Refusal Allocation”) for equal to the total number of Offered Shares multiplied by a period fraction, the numerator of which is the number of Shares held by such Offeree (on an as converted, fully-diluted basis) and the 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 other Offerees. Each Acceptance Notice shall include a statement of the number of Shares held by such Offeree (on an as converted, fully-diluted basis) and its First Refusal Allocation. An Acceptance Notice shall be irrevocable and shall constitute a binding agreement by such Offeree (the “Electing Offeree”) to purchase the 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. (b) If any Offeree fails to exercise its Right of First Refusal pursuant to this Section 4.2, the Disposing Shareholder shall give notice of such failure (the “Re- allotment Notice”) to 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 following from the date such Re-allotment Notice was received to elect to increase the Company receives number of Offered Shares they agreed to purchase under Section 4.2(a) to include their respective pro rata share of the Offer Offered Shares contained in any Re-allotment Notice. The Company must give any such notice of exercise . (c) Except to Seller within such two-day period. The Company the extent the Offerees elect to purchase the Offered Shares under Section 4.2, the Disposing Shareholder may freely assign its purchase option in whole or in part. The selling price and terms of any sale Dispose of the Offered Shares to the Company or its assignees shall be Bona Fide Purchaser identified in the same as Disposition Notice on the terms and conditions set forth in the Offer Disposition 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that the Disposition is made within three (i3) if months after the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise giving 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 AgreementDisposition Notice. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (ai) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under In the Securities Act of 1933, as amended) shallevent that, at any timetime prior to the Termination Date, desire Holdings decides to sell some all or all any portion of the Remaining Shares in Farm Parcel (such then applicable all or portion of the open market or directly to a third party (Farm Parcel being the “Third PartyROFR Parcel”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall will have the right of first refusal (“ROFR”) to acquire such ROFR Parcel in accordance with the terms 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 sale agreement duly executed by said Offeree) to purchase the ROFR Parcel that Holdings, but for the ROFR, would otherwise accept without modification or amendment thereto (“Offer”), Holdings shall not accept such Offer or otherwise consummate the purchase and 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 Offer, all without modification or any portion amendment thereto and (b) a true, correct and complete copy of the Remaining Shares that Offer. (ii) Seller and/or any will, for a thirty (30) day period commencing upon receipt of its Affiliates desire to sell as specified in the Offer ROFR Notice (the “Offered SharesROFR Review Period”) for a period of two (2) days following ), have the date sole and exclusive right to purchase the Company receives ROFR Parcel on the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price terms and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as conditions set forth in the Offer Notice; Offer. In the event Seller desires to accept the Offer, Seller will deliver written notice to Holdings, prior to expiration of the ROFR Review Period, of its election to exercise the Offer, whereupon (a) Holdings will be bound to sell the ROFR Parcel to Seller, and if 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 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 the closing price per share and (b) within five (5) business days after Seller’s delivery of the Company’s common stock on ROFR Acceptance Notice, Seller and Holdings will each duly execute and deliver the NASDAQ Global Select Market on the date same purchase and sale agreement of which the Offer Notice is givenwas 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 Holdings during the ROFR Review Period of its rejection of the Offer, or (b) If fails to deliver written notice to Holdings during the Company does not exercise its right of first refusal within the required two-day period provided above, Seller and/or any ROFR Review Period of its Affiliates identified acceptance of the Offer (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 Notice that was the basis for the then applicable ROFR Notice, and Holdings shall have the rightbe free, for a period of twenty one hundred eighty (20180) days following from the expiration ROFR Rejection Date, to complete the sale to the Offeree in accordance with such Offer, and the Offeree, upon consummation of the closing of the purchase and sale of the ROFR Parcel in accordance with such Offer, shall acquire the ROFR Parcel free and clear of the Seller’s ROFR set forth in this Section 16 (which ROFR shall be extinguished, null, void, and of no further force or effect upon consummation of the closing of the purchase and sale of the ROFR Parcel in accordance with such Offer, but only as to such ROFR Parcel which was the basis of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; providedOffer). 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) if Seller, following the sale is to date it becomes the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise owner of the right of first refusal under Section 7(a10 Acre Parcel as described above, thereafter no longer owning the 10 Acre Parcel (whether by voluntary conveyance, foreclosure or otherwise); or (2) above shall take place no later than five thirty (530) days years 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 AgreementEffective Date. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller Until March 14, 2000, except for bona fide gifts, or sales by any Holder of its Affiliates (as defined in Rule 405 promulgated under the Securities Act up to an aggregate of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining 100,000 Exercise Shares in any single transaction to the open market or directly same Person (provided that sales to any affiliate of such Person shall be, for these purpose, considered a third party (the “Third Party”sale to such Person), Seller and/or its Affiliates the Exercise Shares issued pursuant to this Warrant may not be sold or transferred by the Holder (and any such sale or transfer will be invalid), unless such Holder shall give written notice have first notified the Company in writing of such desire to the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire Exercise Shares it proposes 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 sale and, if the sale is a negotiated sale, the name sell and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire offered to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Exercise Shares to the Company or its assignees at the Market Price (as defined below in this Paragraph) on the trading day next preceding the date of such notice and the Company shall be the same as set forth not have elected irrevocably in the Offer Notice; and if the Offer Notice proposes sales for cash in the open market, then the selling price writing to the Company or its assignees for each Offered Share will be Holder, within three (3) business days after such notice, to purchase all, but not less than all, of such Exercise Shares so offered at such price by the closing price per share close of the Company’s common stock business on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise its right of first refusal within the required two-third business day period provided above, Seller and/or any of its Affiliates identified in the Offer Notice shall have the right, for a period of twenty (20) days following the expiration of after such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assigneesHolder notice; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 waived or been deemed to have waived such right to purchase such Exercise Shares, the Holder may proceed to sell the Exercise Shares that were the subject of such Holder notice, provided that such sales must be completed within the three calendar month period after the Holder notice to the Company of intention to sell such Exercise Shares. If the Company elects to purchase such Exercise Shares so offered by a Holder notice, Holder shall sell such Exercise Shares to the Company and payment therefor in immediately available funds shall be made not later than the close of business on the third business day after such Holder's notice, subject to receipt by the Company of certificates, in proper form for transfer, for such Exercise Shares and the Holder's delivery to the Company of such Exercise Shares free and clear of any liens, charges, claims or encumbrances. For the purposes of its Affiliates this Paragraph and Paragraph 7 hereof, "Market Price" as of any date shall be the average of the exercise high and low sales prices, regular way, of the right of first refusal and in the same manner Common Stock on such day, as described in Section 4 of this Agreementreported by NASDAQ. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or Except as otherwise provided in clause (e) of this Paragraph 35, and provided an Event of Default does not then exist, prior to selling the Leased Premises to any of its Affiliates (as defined in Rule 405 promulgated under Third Party Purchaser, if Landlord shall enter into a contract for the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all sale of the Remaining Shares in the open market or directly Leased Premises with a Third Party Purchaser, (i) such contract shall be conditioned upon Tenant's failure to a third party exercise its right under this Paragraph 35 and (the “Third Party”), Seller and/or its Affiliates ii) Landlord shall give written notice of such desire to the Company, which notice shall contain the 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 Tenant of the sale and, if the sale is a negotiated contract for sale, together with a copy of the executed offer or contract and the name and business address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenPurchaser. (b) For a period of thirty (30) days following receipt of such notice, Tenant shall have the right and option, exercisable by written notice to Landlord given within said thirty (30) day period, to elect to purchase the Leased Premises 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 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 shall be obligated to purchase the Leased Premises without any such condition or contingency. (c) If at the Company expiration of the aforesaid thirty (30) day 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 Paragraph 35(a), the purchase price in any contract to purchase the Leased Premises which is received by Landlord between June 1, 2007 and May 31, 2008 shall be deemed to be "acceptable to Landlord" if such offer (i) is for an amount equal to or greater than the greater of (A) the sum of (1) Fair Market Value (which shall be determined in accordance with the procedure set forth in Paragraph 29 of this Lease, except 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 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 a date designated by Tenant, but not later than (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 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 Tenant shall pay to Landlord the purchase price and other consideration set forth in, 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 not count as an exercise of Tenant's right of first refusal. 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 within to purchase the required two-day period provided aboveLeased Premises and the Leased Premises are transferred to a Third Party Purchaser, Seller and/or Tenant will attorn to any of its Affiliates identified Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in the Offer Notice shall have the right, for a period of twenty (20) days following the expiration writing of such two-day periodtransfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to sell 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 not apply to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that prohibit (i) if the sale is any mortgaging, subjection to the Third Party, the sale shall be made by Seller and/or any deed of its Affiliates to the Third Party as identified trust or other hypothecation of Landlord's interest in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer NoticeLeased Premises, and (ii) if such Offered Shares not purchased any sale of the Leased Premises 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 Leased Premises is now or hereafter subject, (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 Company Leased Premises to any governmental or its assignees are not sold by Seller and/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 its Affiliates in accordance with this Section 7(btheir affiliates provides material management or investment advice, (vi) within the twenty any Person to whom CPA 12 or CPA 14 sell all or substantially all of their assets, (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth above. (cvii) The closing pursuant to the exercise any transfer 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 Leased Premises to any of its Affiliates the successors or assigns of any of the exercise Persons referred to in the foregoing clauses (i) through (vi) or (viii) any transfer, sale or conveyance of any part or all of the right interests in Landlord between its members or to any affiliates of first refusal and in the same manner as described in Section 4 of this AgreementLandlord, CPA 12 or CPA 14. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any of its Affiliates Subject to Section 4, in the event that a Holder (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended"PROPOSED TRANSFEROR") shall, at any time, desire proposes to sell some or all of otherwise transfer any Shares prior to the Remaining Shares in the open market or directly Liquidity Date and pursuant to a bona fide offer from a third party (the “Third Party”"PROPOSED TRANSFEREE"), Seller and/or its Affiliates shall such Holder must first give each other Holder written notice (the "HOLDERS' NOTICE") of such desire to the Company, which notice shall contain the number of shares Seller and/or Shares to 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 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 Affiliates 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 sellpurchase any remaining Shares. For purposes of any election under this Section 2 pursuant to a Subsequent Holder's Notice, if such sale is 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 made sold by the Proposed Transferor as specified in the open market or whether it is a negotiated sale to a Third PartyHolders' 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 Holders' Notice consist of property other than cash against delivery, the proposed terms Electing Holders must pay for such Shares the cash equivalent of the sale andfair market value of such property. (c) Subject to the provisions of Section 3, if in the sale is a negotiated sale, event the name and address of the Third Party (the “Offer Notice”). The Company shall have the Holders fail to exercise this right of first refusal to acquire purchase all or any portion but not less than all of the Remaining Shares that Seller and/or any of its Affiliates desire 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 as specified all but not less than all of the Shares stated in the Offer Holders' Notice (at the “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 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 Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are conditions no more favorable to the purchaser purchasers of such Offered Shares than those set forth specified in the Offer Holders' Notice, provided that each such Proposed Transferee executes and (ii) if such Offered becomes a Holder under this Agreement and agrees to hold the 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 Offered Shares shall again be subject to all the right of first refusal 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 terms and any of its Affiliates of the exercise of the right of first refusal and in the same manner as described in Section 4 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 Section 2. (d) If Seller and/or any of The Proposed Transferor may, in its Affiliates transfers any shares of common stock sole discretion, agree to accept an offer from a Holder or Holders pursuant to Section 2(b) to purchase only a portion of the Company by giftShares specified in the Holders' Notice, it will obtain for the donee’s written agreement price and upon the terms and conditions specified in the Holders' Notice, and sell the remaining unpurchased Shares to comply with the right Proposed Transferee at the price and upon terms and conditions no more favorable to the Proposed Transferee of first refusal such Shares than specified in this Section 7 regarding any further sale of those shares of common stock of the CompanyHolders' Notice.

Right of First Refusal. (a) If Seller or any For a period of its Affiliates thirty (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended30) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party days (the “Third PartyROFR Exercise Period”)) after the date on which the Transfer Notice is deemed to have been delivered to Purchaser, Seller and/or its Affiliates Purchaser shall give have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in the Transfer Notice (the “ROFR”) by delivering written notice of such desire to the Company, which notice shall contain Seller Representative stating Purchaser’s intent to exercise the ROFR and the number of shares Seller and/or any of its Affiliates desire Offered Shares it desires to sell, if such sale is purchase pursuant to be made in the open market or whether it is a negotiated sale to a Third Party, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party ROFR (the “Offer ROFR Notice”). The Company shall have If Purchaser does not deliver a ROFR Notice within the right of first refusal ROFR Exercise Period as to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of Transfer the Offered Shares that Purchaser has not elected to purchase, during the Company or its assignees shall be thirty (30) day period after the same as expiration of the ROFR Exercise Period, for the Offered Price per Share and on the other terms set forth in the Offer Notice; Transfer Notice and not otherwise. Notwithstanding the foregoing, if the Offer Transfer Notice proposes sales for cash states that the Seller plans to sell the Shares in the open marketa market transaction, then the selling Seller may sell the Shares in a market transaction at the prevailing market price to at the Company or its assignees for each Offered Share will be the closing price per share time of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givensale during such thirty (30) day period. (b) If In 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 Offer Notice shall have the right, for a period of twenty (20) days following the expiration of such two-day period, to sell event that Purchaser delivers written notice to the Third Party or in Seller Representative stating Purchaser’s intent to exercise the open market, as identified in ROFR but refuses to complete the Offer Notice, purchase of the Offered Shares not purchased by as a result of the Company failure of any of the conditions set forth in Sections 4.8(b), (d) or its assignees; provided, however, that (ie) if the sale is to be satisfied on or prior to the Third PartyOffered Shares Settlement Date (as defined herein), the sale shall be made by Seller and/or any of its Affiliates to may Transfer the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those 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 set forth in the Offer NoticeTransfer Notice or, and (ii) if such Offered the relevant Transfer Notice states that the Seller plans to sell the Shares not purchased by in a market transaction, then the Company or its assignees are not sold by Seller and/or any of its Affiliates may sell the Shares in accordance with this Section 7(b) within a market transaction at the twenty (20)-day period described herein, prevailing market price at the Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise time of the right of first refusal under Section 7(asale during such thirty (30) 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 Agreementday period. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any Subject to the rights of its Affiliates (existing tenants in the Building as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares 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 open market 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 directly 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 “Third PartyBonafide” 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”), Seller and/or its Affiliates 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 give written notice of have a right to lease any such desire to space on the Companyterms set forth in the Offer, which notice shall contain with the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is exception that (i) the rent to be made in paid by Tenant for such space the open market or whether it is a negotiated sale to a Third Party, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified average rental rate set forth in the Offer Notice 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 “Offered Shares”event the term under the Offer is longer than the term for which Tenant leases such space, and (iii) the term for a period Tenant’s leasing of such space shall expire on the later of i) the date that this Lease terminates, and (ii) two (2) days following years after the commencement date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same term for such space as set forth in the Offer 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 if conditions contained in the Offer Notice proposes sales for cash (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 open marketOffer) at any time after the expiration of said ten (10) day period. In the event Landlord does not lease such space pursuant to the foregoing within such one hundred eighty day period, or if Landlord desires to 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 foregoing, then the selling price Tenant shall again first have a right of first refusal as to such space on such new terms, if any, pursuant to the Company above provisions, before Landlord leases or its assignees accepts an offer for each Offered Share will be such space. In the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise 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 required two-day period provided aboveLandlord, Seller and/or any 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 Affiliates identified 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 Notice Offer), free of all occupants and Tenant shall have the right, 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 a period of twenty (20) days following the expiration of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company12.

Right of First Refusal. In the event that Seller desires to sell any other ATM portfolios (“Other Assets”) during the twelve months following the Closing Date, the following provisions shall apply: (a) If Before Disposing of any Other Assets, Seller or any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire shall deliver to sell some or all of the Remaining Shares in the open market or directly to Purchaser a third party written notice (the “Third PartyTransfer Notice”), Seller and/or its Affiliates shall give written notice ) (A) setting forth Seller’s intention to Dispose of Other Assets (B) identifying such desire to the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is Other Assets to be made in Disposed of, and (C) providing a copy of a bona-fide third party cash offer for such Other Assets. In connection therewith, Purchaser shall agree to be bound by any applicable confidentiality provisions necessary to provide Purchaser with the open market or whether it is a negotiated sale information required pursuant to a Third Partythis Article IX. If Purchaser does not agree to be bound such confidentiality provisions, Purchaser shall be deemed to have waived its right to acquire the proposed terms Other Assets which are the subject of the sale and, if the sale is a negotiated sale, the name Transfer Notice and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire may proceed to sell as specified the Other Assets in the Offer Notice accordance with paragraph (the “Offered Shares”c) 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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenbelow. (b) If Purchaser shall have the Company does irrevocable and exclusive option, but not exercise its right the obligation, to purchase the Other Assets to be Disposed of first refusal for the price and upon the other terms set forth in the Transfer Notice. Such option shall be exercised by notifying Seller that Purchaser intends to purchase the Other Assets indentified in the Transfer Notice within ten (10) days (the “Response Period”) of the delivery of the Transfer Notice to Purchaser. Failure by Purchaser to deliver the notice required by, and within the required two-day period provided time frame set forth in, this Article IX shall be deemed an election not to purchase the Other Assets. 9.01 (c) In the event that Purchaser fails to elect to purchase Other Assets within the Response Period in accordance with Section (b) above, or fails to close within thirty (30) days after the expiration of the Response Period through no fault of Seller, the election, if any, made pursuant to said Section shall, at Seller’s option, be null and void and of no force or effect; whereupon, Seller and/or any may Dispose of its Affiliates the Other Assets identified in the Offer Transfer Notice shall have and pursuant to the rightterms set forth therein, for within a period of one hundred and twenty (20120) days following the expiration of such two-day period, to sell to the Response Period (the “Third Party Closing Date”). If the proposed Disposition is not completed on or before the Third Party or in the open marketClosing Date, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale no Disposition of such Other Assets shall be made by Seller and/or any of its Affiliates effected except pursuant to the Third Party as identified in the Offer a new Transfer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 otherwise in accordance with this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth aboveArticle IX. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. Lessor hereby grants to the Lessee the "Right of First Refusal" to purchase the Premises if Lessor shall, at any time during the Term of this Lease as the same may be extended from time to time, obtain a bona fide written offer accepted by Lessor to purchase the Premises ("3rd Party Offer) from any party upon the following terms and conditions: (a) If Seller or and when Lessor shall receive a 3rd Party Offer Lessor must first notify Lessee in writing thereof and shall deliver to Lessee a copy of any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933such written 3rd Party Offer, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates and Lessee shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall thereupon have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the right, for a period of twenty (20) days following the expiration after receipt of such two-day period, notice and/or 3rd Party Offer to sell deliver to Lessor written notice that it wishes to purchase the Third Party or in Premises upon the open market, same terms and conditions as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the 3rd Party Offer Noticewhereupon the Lessor and Lessee shall consummate the sale of the Premises as set forth in the 3rd Party Offer. If Lessee shall fail to deliver its written notice within such twenty (20) day period, Lessor shall be free to sell the Premises to such prospective purchaser upon all of the same terms and conditions as set forth in the 3rd Party Offer, and (ii) upon closing of such sale and purchase, Lessee's Right of First Refusal shall automatically terminate and be of no further force or effect. Notwithstanding the foregoing, if such Offered Shares not purchased by the Company or its assignees are not sold by Seller and/or Lessor shall materially change any of the terms of the 3rd Party Offer prior to its Affiliates sale of the Premises to such prospective purchaser, the Premises shall be reoffered to Lessee upon such changed terms as set forth above in accordance with this Section 7(b) Section. Furthermore, if Lessor shall fail to consummate the sale of the Premises to the prospective purchaser within the one hundred twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal 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 (5120) days after the Company date when Lessee fails to timely and properly exercise its rights to purchase the Premises under this Right of First Refusal, Lessee's Right of First Refusal, as set forth above shall have notified Seller be reinstated 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 AgreementLessee's rights thereunder shall revive. (db) If Seller and/or any of its Affiliates transfers any shares of common stock Upon the consummation of the Company by gift, it will obtain the donee’s written agreement to comply with the right of first refusal in this Section 7 regarding any further sale of those shares the Premises to the prospective purchaser, Lessee shall deliver to Lessor in recordable form a termination and release of common stock Lessee's Right of First Refusal. The foregoing termination and release shall not cause or constitute a termination of record notice of the CompanyLease and its options.

Right of First Refusal. (a) Landlord will 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 Section 32. If Seller Landlord desires to sell or convey all or any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some portion or all portions of the Remaining Shares in the open market or directly to Leased Premises, Landlord will obtain from a third party a bona fide arms' length written offer (the “Third Party”"Offer"), Seller and/or its Affiliates shall acceptable to Landlord, to purchase all or such portion of the Leased Premises; and Landlord will submit a written copy of the Offer to Tenant and will give Tenant 10 days within which to elect to purchase the portion of the Leased Premises which is the subject of the Offer (the "Subject Premises") on the precise terms and conditions of the Offer (except that if the Offer is in whole or in part for consideration other than cash, Tenant will have the right to pay in cash the fair market value of such non-cash consideration). If Tenant elects to so purchase the Subject Premises, Tenant will give to Landlord written notice thereof ("Acceptance Notice") and closing will be held within 60 days after the date of such desire the Acceptance Notice, whereupon Landlord will convey the Subject Premises to Tenant. At closing, Landlord will deliver to Tenant a special warranty deed (or local equivalent), sufficient to convey to Tenant fee simple title to the CompanySubject Premises free and clear of all liens, which notice shall contain restrictions and encumbrances, except for the number Permitted Encumbrances, liens or encumbrances created or suffered by, through or under Tenant or arising by reason of shares Seller and/or the failure of Tenant to have observed or performed any of its Affiliates desire to sellterm, if such sale is covenant or agreement under this Lease to be made in the open market observed or whether it is a negotiated sale to a Third Partyperformed by Tenant, the proposed terms lien of any Impositions then affecting the sale Leased Premises, this Lease and, if the sale is a negotiated Subject Premises are to be conveyed subject to the outstanding balance of the Loan, the Mortgage and all other Loan documents. (b) Despite Landlord's sale, the name and address from time to time, of any portion or portions of the Third Party (the “Offer Notice”). The Company shall have the Leased Premises, this right of first refusal will continue as to acquire all remaining portions of the Leased Premises. If Tenant elects not to purchase the Subject Premises, Landlord may thereafter sell the Subject Premises which are the subject of the Offer only to the party making the 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 Section 32; provided, however, that Landlord will not be required to submit such offer to Tenant if the revised Purchase Price (including the fair market value of any non-cash consideration) is not less than 97.5% of the purchase price (including the fair market value of any non-cash consideration) listed in the original Offer. To prevent Landlord from defeating the rights of Tenant under this Section 32, Landlord agrees that Landlord will at no time accept an offer to purchase all or any portion of the Remaining Shares that Seller and/or Leased Premises together with any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) other property, except 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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale other property which is leased to the Third PartyTenant or an affiliate of Tenant, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, and or (ii) if such Offered Shares not purchased by sales of multiple properties (including the Company or its assignees are not sold by Seller and/or any of its Affiliates in accordance with Leased Premises) as to which the Leased Premises is separated from the multiple- property sale upon Tenant's request, a separate purchase price is set for the Leased Premises and Tenant's rights under this Section 7(b) within 32 are otherwise preserved. In no event will the twenty (20)-day period described herein, provisions of this Section 32 or the Offered Shares shall again rights and privileges of Tenant under this Section 32 be subject construed as limiting in any manner any other rights granted elsewhere in this Lease to the right of first refusal set forth aboveTenant. (c) The closing pursuant Notwithstanding anything to the exercise contrary in this Lease, the provisions of this Section 32 will not apply to: (i) any sale or conveyance of the right Leased Premises in foreclosure (or similar proceeding) of first refusal under Section 7(aa 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) above shall take place no later than five (5) days after the Company shall have notified Seller and any of its Affiliates sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the exercise beneficial ownership interest, membership interest or other equity interest in Landlord, or the change of the right trustee, manager or other controlling person of first refusal and in the same manner as described in Section 4 of this AgreementLandlord. (d) If Seller and/or Landlord obtains an Offer with respect to a sale or conveyance of all or any of its Affiliates transfers any shares of common stock portion of the Company by giftLeased Premises, it 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 will obtain be subject to the donee’s written agreement to comply with outstanding balance of the right of first refusal in Loan, and, if Tenant is entitled to, and does, exercise its rights under this Section 7 regarding any further 32, the Loan, Note, Mortgage and other Loan 44 documents will be assumed by Tenant, and the lien of the Mortgage may not be released during such period; (ii) such sale will be in accordance with and subject to the terms and provisions of the Note and Mortgage, 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 the lien of the Mortgage is not released in connection with such sale of those shares the Leased Premises, and if Tenant acquires the Leased Premises, no merger of common stock title will occur and this Lease and any guaranty of this Lease will remain in full force and effect in accordance with their terms. (e) If Tenant has agreed to purchase the Subject Premises pursuant to an Offer under which the third party offeror was to acquire the Subject Premises under and subject to the lien of the CompanyMortgage, and if such purchase by Tenant of the Subject Premises occurs at a time when the Loan may be prepaid, Tenant may purchase the Subject 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, yield maintenance amounts, satisfaction fees and other sums which become owing as a result of such prepayment; all to the end and effect that Landlord will net the same amount as Landlord would have netted had the Subject Premises been sold under and subject to the lien of the Mortgage, pursuant to the Offer. Otherwise, Tenant shall be responsible (with Landlord's cooperation) for obtaining any required Lender consent to the transfer.

Right of First Refusal. If Master Franchisee requests Franchisor’s approval of a proposed Transfer under Section 12.2 above, Master Franchisee or its Owners, as applicable, must obtain from a responsible and fully disclosed buyer, and send Franchisor, a true and complete copy of a bona fide, executed written offer (which may include a letter of intent) relating exclusively to an interest in Master Franchisee or in this Agreement and Master Franchisee’s Business. The offer must include details of the payment terms of the proposed sale and the sources and terms of any financing for the proposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be in a currency amount, and the proposed buyer must submit with its offer an e▇▇▇▇▇▇ money deposit equal to five (5) percent (5%) or more of the offering price. Franchisor may require Master Franchisee (or its Owners) to send it copies of any materials or information sent to the proposed buyer or transferee regarding the possible transaction. Franchisor may, by written notice delivered to Master Franchisee or the selling Owner(s) within 30 days after Franchisor receives both an exact copy of the offer and all other information it requests, elect to purchase the interest offered for the price and on the terms and conditions contained in the offer, provided that: (a) If Seller or Franchisor may substitute cash for any form of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares payment proposed in the open market or directly to offer (such as ownership interests in a third party privately-held entity); (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire b) Franchisor’s credit will be deemed equal to the Company, which notice shall contain the number credit 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 sale andbuyer (meaning that, if the sale is a negotiated saleproposed consideration includes promissory notes, Franchisor or its designee may provide promissory notes with the name same terms as those offered by the proposed buyer); Muscle Maker Development International LLCMaster Franchise Agreement – Saudi Arabia1419.001.308072.5 (c) Franchisor will have an additional 60 days to prepare for closing after notifying Master Franchisee or the selling Owner(s) of its election to purchase; and (d) Franchisor must receive, and address Master Franchisee and its Owners agree to make, all customary representations and warranties given by the seller of the Third Party (assets of a business or the “Offer Notice”)ownership interests in a legal entity, as applicable, including representations and warranties regarding ownership and condition of and title to ownership interests or assets, liens and encumbrances relating to ownership interests or assets, and validity of contracts and the liabilities, contingent or otherwise, of the entity whose assets or ownership interests are being purchased. The Company shall have If Franchisor exercises its right of first refusal in connection with a proposed purchase of this Agreement or the business conducted hereunder, Master Franchisee and Franchisor will terminate this Agreement as a condition of the closing. Franchisor has the unrestricted right to assign this right of first refusal to acquire all a third party who then will have the rights described in this Section 12.4. Nothing in this Section 12.4 shall impose on Franchisor any obligation, expressed or any portion of implied, to approve the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer Notice; and proposed Transfer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company it 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 under this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth aboveSection. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or Except as otherwise provided in clause (e) of this Paragraph 35, and provided an Event of Default does not then exist, prior to selling the Leased Premises to any of its Affiliates (as defined in Rule 405 promulgated under Third Party Purchaser, if Landlord shall enter into a contract for the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all sale of the Remaining Shares in the open market or directly Leased Premises with a Third Party Purchaser, (i) such contract shall be conditioned upon Tenant's failure to a third party exercise its right under this Paragraph 35(a) and (the “Third Party”), Seller and/or its Affiliates ii) Landlord shall give written notice of such desire to the Company, which notice shall contain the 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 Tenant of the sale and, if the sale is a negotiated contract for sale, together with a copy of the executed offer or contract and the name and business address of the Third Party Purchaser. (the “Offer Notice”). The Company b) For a period of thirty (30) days following receipt of such notice, Tenant shall have the right and option, exercisable by written notice to Landlord given within said thirty (30) day period, to elect to purchase the Leased Premises 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 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 shall be obligated to purchase the Leased Premises without any such condition or contingency. (c) If at the expiration of the aforesaid thirty (30) day 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 this Paragraph 35(a), the purchase price in any contract to purchase the Leased Premises which is received by Landlord between the first day of the last six (6) calendar months of the ninth (9th) Lease Year or the first six (6) calendar months of the tenth (10th) Lease Year shall be deemed to be "acceptable to Landlord" if such offer (i) is for an amount equal to or greater than the greater of (A) Fair Market Value (which shall be determined in accordance with the procedure set forth in Paragraph 29 of this Lease, except that references to Tenant in Paragraphs 29(a) and (b) hereof shall mean Third Party Purchaser) 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 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 within sixty (60) days prior to the last day of the tenth (10th) Lease Year. (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 a date designated by Tenant, but not later than (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 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 Tenant shall pay to Landlord the purchase price and other consideration set forth in, 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 the last day of the tenth (10th) Lease Year; provided, that if, following compliance with the procedure described in Paragraph 35(a), a Third Party Purchaser does not purchase the Leased Premises, such event shall not count as an exercise of Tenant's right of first refusal. Notwithstanding anything to the contrary, if Tenant fails to exercise the right of first refusal to acquire all or any portion by the last day of the Remaining Shares that Seller and/or any tenth (10th) Lease Year, and the sale to a 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 its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price no further force and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is giveneffect. (bf) If the Company Tenant does not exercise its right of first refusal within to purchase the required two-day period provided aboveLeased Premises and the Leased Premises are transferred to a Third Party Purchaser, Seller and/or Tenant will attorn to any of its Affiliates identified Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in the Offer Notice shall have the right, for a period of twenty (20) days following the expiration writing of such two-day periodtransfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to sell 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 not apply to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that prohibit (i) if the sale is any mortgaging, subjection to the Third Party, the sale shall be made by Seller and/or any deed of its Affiliates to the Third Party as identified trust or other hypothecation of Landlord's interest in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer NoticeLeased Premises, and (ii) if such Offered Shares not purchased any sale of the Leased Premises 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 Leased Premises is now or hereafter subject, (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 Company Leased Premises to any governmental or its assignees are not sold by Seller and/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 its Affiliates in accordance with this Section 7(btheir affiliates provides material management or investment advice, (vi) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.any

Right of First Refusal. If at any time any Borrower or any of their respective Affiliates receives from a third party an offer, term sheet or commitment or makes a proposal accepted by any Person (aeach, an “Offer”) If Seller which provides for any type of senior debt financing to or for Borrower or any of its Affiliates (as defined in Rule 405 promulgated Affiliates, such Borrower, on behalf of itself or such Affiliate, shall immediately notify such third party making the offer of Lender’s rights under the Securities Act of 1933this Section 6.13, as amended) shall, at any time, desire to sell some or all and further shall immediately notify Lender of the Remaining Shares Offer in writing (including all material terms of the open market or directly to a third party Offer). Lender shall have thirty (30) calendar days after Receipt of such notice (the “Third PartyOption Period”), Seller and/or its Affiliates shall give written notice ) to agree to provide similar financing in the place of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be Person upon substantially the same terms and conditions (or terms more favorable to such Borrower or Affiliate) as set forth in the Offer Notice; and if Offer. Lender shall notify Borrower or Affiliate in writing of Lender’s acceptance of the Offer pursuant hereto (the “Acceptance Notice”), in which case Borrower shall obtain, or shall cause Affiliate to obtain, such financing from Lender and shall not accept the Offer from such other Person. If no Acceptance Notice proposes sales for cash in has been Received from Lender within the open marketOption Period, then Borrower or Affiliate may consummate the selling price to Offer with the Company or its assignees for each Offered Share will be the closing price per share of the Company’s common stock other Person on the NASDAQ Global Select Market on the date 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 terms and conditions set forth in the 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees“Transaction”); provided, however, that (i) if the sale is none of foregoing or any failure by Lender to the Third Party, the sale issue an Acceptance Notice shall be made by Seller and/or construed as a waiver of any of its Affiliates to the Third Party as identified in terms, covenants or conditions of any of the Offer Notice Loan Documents. If the Transaction is not consummated on the terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Noticeor with the Person providing the Offer or during the ninety (90) calendar day period following the expiration of the Option Period, Borrower shall not be permitted, and (ii) if such Offered Shares shall not purchased by permit its Affiliate, to consummate the Company or its assignees are not sold by Seller and/or any of its Affiliates in accordance Transaction without again complying with this Section 7(b) within 6.13. The provisions of this Section 6.13 shall survive the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise payment in full of the right Obligations and termination of first refusal under this Agreement for a period of six months. For purposes of this Section 7(a) above 6.13, “Lender” shall take place no later than five (5) days after the Company shall have notified Seller include CapitalSource Finance LLC 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 Agreementparents, subsidiaries or Affiliates. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller the Offerees reject or any of its Affiliates (as defined in Rule 405 promulgated under fail to accept the Securities Act of 1933, as amended) shall, at any Offer within the required time, desire then the Offeror will be entitled to sell some or all of try to solicit an offer to purchase the Remaining Purchased Shares on the terms and conditions contained in the open market or directly Offer. If the Offeror solicits an offer to a third party (purchase the “Third Party”)Purchased Shares on the terms contained in the Offer, Seller and/or its Affiliates shall the Offeror will give the Offerees written notice of such desire to the Company, which notice offer and the Offerees shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall then have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) for a period of 3 Business Days following receipt (or deemed receipt) of such notice to accept the Offer, to be accepted by notice in writing to the Offeror given within such 3 Business Day period. If the Offerees accept such Offer within the required time period, then such acceptance shall constitute a binding agreement pursuant to which the Offeror has agreed to sell and the offeree or the Designated Purchaser, as applicable, has agreed to purchase the Purchased Shares upon the terms and conditions contained in the Offer. The closing will take place at the offices of IMSI in Toronto, Ontario at 2:00 p.m., Toronto time, on the date which is two (2) days following after the date the Company receives on which the Offer Noticeis accepted by the Offeree unless such date in not a Business Day in which case the closing will occur on the next Business Day. The Company must give any such notice of exercise If the Offerees fail to Seller accept the Offer within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price the required time, then, subject to section 6 hereof, the Offeror will be entitled to sell the Purchased Shares on the terms and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth conditions contained in the Offer 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 third party from which it has solicited the offer to purchase the Purchased Shares. Before consenting (if such consent is required) to the transfer of the Purchased Shares the board of directors of the Purchaser and/or IMSC, as applicable, will be entitled to require proof that the closing price per share of the Company’s common stock sale took place on the NASDAQ Global Select Market on the date 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 terms contained in the Offer Notice shall have and the right, for a period directors of twenty (20) days following the expiration of such two-day period, to sell to the Third Party or in the open marketPurchaser and/or IMSC, as identified in applicable, will refuse to permit the Offer Notice, recording of the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or transfer of any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Purchased Shares which may have been sold otherwise than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise provisions of the right this 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 First Refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any Except as otherwise provided in subparagraph (g) of its Affiliates this Paragraph 35, and provided an Event of Default does not then exist, if Landlord shall enter into a contract for the sale (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended"Sale Contract") shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly Leased Premises with a Third Party Purchaser, which Sale Contract must be conditioned upon Tenant's failure to a third party (the “Third Party”)exercise its right under this Para▇▇▇▇▇ ▇▇, Seller and/or its Affiliates shall ▇▇▇▇▇▇▇▇ ▇▇▇ll give written notice of such desire to the Company, which notice shall contain the 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 Tenant of the sale andSale Contract, if together with a copy of the sale is a negotiated sale, executed Sale Contract and the name and business address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenPurchaser. (b) For a period of fifteen (15) days following receipt of such notice, Tenant shall have the right and option, exercisable by written notice to Landlord given within said fifteen (15) day period, to elect to purchase the Leased Premises 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 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 35, and Tenant shall be obligated to purchase the Leased Premises without any such condition or contingency. If, at the expiration of the aforesaid fifteen (15) day 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 Sale Contract. (c) For the purposes of this paragraph 35, any Sale Contract which is received by Landlord between the tenth (10th) and eleventh (11th) anniversaries of the date of this Lease shall be acceptable to Landlord if the terms of such contract provide (i) for a purchase price for an amount equal to or greater than the greater of (A) Fair Market Value (which shall be determined in accordance with the procedure set forth in Paragraph 29 of this Lease, except that references to Tenant in Paragraphs 29(a) and (b) hereof shall mean the Third Party Purchaser) or (B) the Acquisition Cost plus Prepayment Premium, (ii) that the Third Party Purchaser pays all costs in connection with such purchase, (iii) 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 within sixty (60) days prior to the eleventh (11th) anniversary of the date of this Lease and (iv) title will be conveyed subject to the matters specified in Paragraph 20(a). (d) Except as otherwise specifically provided herein, the closing date for any purchase of the Leased Premises by Tenant pursuant to this Paragraph 35 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 with a Third Party Purchaser or (ii) the closing date provided in such Sale Contract. At such closing Landlord shall convey the Leased Premises to Tenant in accordance with, and Tenant shall pay to Landlord the purchase price and other consideration set forth in, the applicable contract. (e) Tenant shall have the right during the Term to exercise the foregoing right of first refusal upon (i) each proposed sale of the Leased Premises prior to the eleventh (11th) anniversary of the date of this Lease and (ii) one (1) time after the eleventh (11th) anniversary of the date of this Lease; provided, that if, following compliance with the procedure described in Paragraph 35(b), a Third Party Purchaser does not purchase the Leased Premises, such event shall not count as an exercise of Tenant's right of first refusal. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF TENANT FAILS TO EXERCISE THE RIGHT OF FIRST REFUSAL GRANTED PURSUANT TO THIS PARAGRAPH 35, AFTER THE ELEVENTH (11TH) 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 LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT OF FIRST REFUSAL. (f) If the Company Tenant does not exercise its right of first refusal within to purchase the required two-day period provided above, Seller and/or any of its Affiliates identified in Leased Premises and the Offer Notice shall have the right, for Leased Premises are transferred to a period of twenty (20) days following the expiration of such two-day period, to sell to the Third Party Purchaser, Tenant will attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and (g) The provisions of this Paragraph 35 shall not apply to or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that prohibit (i) if the sale is any mortgaging, subjection to the Third Party, the sale shall be made by Seller and/or any deed of its Affiliates to the Third Party as identified trust or other hypothecation of Landlord's interest in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer NoticeLeased Premises, and (ii) if such Offered Shares not purchased any sale of the Leased Premises 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 Leased Premises is now or hereafter subject, (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 Company Leased Premises to any governmental or its assignees are not sold by Seller and/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 Affiliates in accordance with this Section 7(bassets, or (vii) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise any transfer 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 Leased Premises to any of its Affiliates the successors or assigns of any of the exercise of the right of first refusal and Persons referred to in the same manner as described in Section 4 of this Agreementforegoing clauses (i) through (iv). (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller MPLC agrees that it shall not sell, assign, transfer, give, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any way or manner whatsoever, whether voluntarily or involuntarily, any of its Affiliates the Shares now or hereafter owned (of record or beneficially) by it except as defined expressly provided in Rule 405 promulgated under the Securities Act of 1933this Agreement. (b) In no event shall MPLC sell, as amended) shallassign, at transfer, give, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any timeway or manner whatsoever, desire to sell some whether voluntarily or involuntarily, any or all of the Remaining Shares in to any other party prior to December 31, 1997. If, after such date, MPLC desires to sell or otherwise dispose of any or all of the open market or directly Shares that it may own, then MPLC shall first obtain a bona fide written offer which it desires to a third party accept (the “Third Party”), Seller and/or its Affiliates shall give written notice "Offer") to purchase any or all of such desire to the Company, which notice Shares. The Offer shall contain the number of shares Seller and/or any of set forth 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 Partydate, the proposed price per Share, and the other terms of and conditions upon which the sale andpurchase is proposed to be made, if the sale is a negotiated sale, as well as the name and address of the Third Party (the “Offer Notice”)prospective purchaser or purchasers. The Company MPLC shall have the right of first refusal to acquire all or any portion transmit copies of the Remaining Shares that Seller and/or any Offer to HAYES and to the Hayes Principals within seven business days after it▇ ▇▇▇eipt of its Affiliates desire to sell as specified in the ▇▇▇▇▇. (c) Transmittal of the Offer Notice (to HAYES and the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale Hayes Principals by MPLC shall constitute an offer by M▇▇▇ ▇o sell an▇ ▇▇ all of the Offered Shares proposed to be purchased therein to HAYES and/or the Company or its assignees shall be Hayes Principals, in such percentages as they may ag▇▇▇ ▇etween thems▇▇▇▇▇, at the same as price per share and upon the other terms set forth in the Offer Notice; and if Offer. For a period of 30 days after the delivery of the Offer Notice proposes sales for cash in to HAYES and the open marketHayes Principals (the "Offer Period"), then HAYES and/or the selling price ▇▇▇▇s Princip▇▇▇ ▇hall have the option, exercisable ▇▇ ▇▇itten notice ▇▇ ▇PLC, to the Company accept MPLC's offer to purchase any or its assignees for each Offered Share will be the closing price per share all of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenShares proposed to be sold therein. (bd) If If, at the Company does not exercise its right end of first refusal within the required twosuch 30-day period provided aboveOffer Period, Seller HAYES and/or the Hayes Principals have agreed to purchase any of its Affiliates identified in the ▇▇▇▇▇s so offered, ▇▇▇n MPLC shall sell such Shares to HAYES and/or the Hayes Principals at the price per Share and upon the ▇▇▇▇s set forth ▇▇ ▇▇e Offer, settlement on such sale to be made on a mutually agreeable date within 60 days thereafter. (e) If, at the end of the 30-day Offer Notice Period, HAYES and/or the Hayes Principals have not agreed to purchase any of ▇▇▇ ▇hares so off▇▇▇▇, then MPLC shall have the right, for a period of twenty (20) 90 days following the expiration of such two-day period, thereafter to sell the balance of the Shares proposed to the Third Party or in the open market, as identified be sold in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, prospective purchaser at the sale shall be made by Seller and/or any of its Affiliates to price per Share and upon the Third Party as identified in the Offer Notice on other terms that are no more favorable to the purchaser of such Offered Shares than those and conditions set forth in the Offer Notice, and (ii) if Offer. If such Offered Shares not purchased by the Company or its assignees are not so sold by Seller and/or any of its Affiliates in accordance within such 90 day period, then MPLC shall not be permitted to sell such Shares without again complying with this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth above15. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller Subject to the rights set forth in Subsection (b) below, in the event Landlord desires to sell the Premises, or any portion of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares interest in the open market Premises, and shall have received an acceptable bona fide offer to purchase the Premises or directly to a third party such interest (the “Third PartyOffer”), Seller and/or its Affiliates Landlord shall give written notice of such desire its intent to sell (the Company“Notice of Intent to Sell”) to Tenant, which notice shall contain together with an executed copy of the number Offer setting forth all 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 sale and, if proposed purchase and identifying the sale is a negotiated sale, prospective purchaser. Tenant shall then have an option to purchase the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all Premises or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be interest on the same terms and conditions as set forth in the Offer NoticeOffer; and provided that if the terms and conditions of the Offer Notice proposes sales provide for cash an exchange of like kind of real property as payment of all or a portion of the purchase price, Tenant may exercise its option to purchase by stating in its written notice of exercise its willingness to participate in an exchange transaction in which Landlord shall identify certain real property which Tenant, at no additional cost or expense to Tenant, shall acquire and exchange with Landlord for the Premises on terms and conditions otherwise consistent with the Offer. If no exchange is contemplated in the open marketOffer, then Tenant shall have the selling price to further option of paying Landlord in cash at closing the Company or its assignees for each Offered Share will be the closing price per share full amount of the Companypurchase price of the Premises or Landlord’s common stock interest in the Premises, notwithstanding any non-cash terms set forth in the Offer. If Tenant elects to exercise its option, it shall give Landlord written notice of such election within sixty (60) days after receipt of the Notice of Intent to Sell. If Tenant fails to exercise its option within such sixty (60)-day period, (i) Landlord shall be free to accept an offer to sell the Premises or interest therein on the NASDAQ Global Select Market on the date terms set forth in the Offer Notice is givenat any time within ninety (90) days after the expiration of such sixty (60)-day period and (ii) Tenant shall, upon request, deliver to Landlord an acknowledgement of Tenant’s failure to exercise the option and Landlord’s right to sell the Premises or interest therein pursuant to this Section. (b) If Notwithstanding the Company does not exercise its right of first refusal within foregoing, Landlord shall be free to convey, transfer or assign the required two-day period provided above, Seller and/or Premises or any portion of its Affiliates identified interest in the Offer Notice shall have the right, for a period of twenty Premises without compliance with Subsection (20a) days following the expiration of such two-day period, to sell to the Third Party or in the open marketevent that such conveyance, as identified in the Offer Notice, the Offered Shares not purchased by the Company transfer or its assignees; provided, however, that assignment is either (i) if the sale is made to the Third Party, the sale shall be made by Seller and/or any mortgagee of its Affiliates to the Third Party as identified Landlord’s fee estate in the Offer Notice on terms Premises, provided that are no more favorable the lien of any fee mortgage or other security instrument shall expressly remain subordinate to the purchaser of such Offered Shares than those set forth in the Offer Notice, and Tenant’s leasehold interest herein created or (ii) if such Offered Shares not purchased by the Company made to any lineal descendants (natural or its assignees are not sold by Seller and/or any adopted) of its Affiliates in accordance with this Section 7(b) within the twenty (20)-day period described hereinLandlord, the Offered Shares shall again be subject to spouses of such lineal descendants or any trust the right total beneficial interest of first refusal set forth abovewhich is held by such lineal descendants or their spouses. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller Should Landlord during the Term enter into an agreement to sell the Premises, or any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933portion thereof, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a non-affiliated third party (the “Third PartySales Agreement”), Seller and/or its Affiliates Landlord shall give provide to Tenant a written notice of such desire intent to sell (“Notice”) with a copy of the Sales Agreement. Tenant shall have and may exercise an option to acquire the Premises, or the portion thereof subject to the CompanySales Agreement, which notice shall contain on the number same terms and conditions, other than as to the identity of shares Seller and/or any of its Affiliates desire to sellthe Tenant and date for closing, if such sale is to be made as are set forth in the open market Sales 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 whether it is a negotiated sale to a Third Party, portion thereof covered by the proposed 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 sale andSales 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 sale city or town where the Premises is a negotiated salelocated 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 name Premises or portion thereof subject to the Sales Agreement. In the event that Tenant exercises such option but fails to timely close (other than because of default by Landlord), then this Section 73 and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion hereunder are terminated and of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenno further effect. (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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under During the Securities Act of 1933Term, as amended) PRN shall, at prior to engaging a vendor to (i) provide any time, desire web-based media management applications to sell some PRN; or all (ii) develop any additional localized versions of the Remaining Shares in the open market or directly to a third party (the “Third Party”)Product, Seller and/or its Affiliates shall give provide Vocus with written notice specifying the name of such desire to vendor, the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is service to be made in the open market or whether it is a negotiated sale to a Third Partyprovided, the proposed terms term of the sale and, if the sale is a negotiated salesuch service, the name compensation to be paid for such service, and address of the Third Party (the “Offer Notice”). The Company shall have the any other terms or conditions associated with providing such service, and granting Vocus a right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice provide such service under such terms (the “Offered SharesVocus Right of First Refusal”). PRN will also provide a copy of the detailed specifications used to estimate the cost of providing such service, and any other materials provided to other vendors in connection with the proposed service. Vocus shall respond to the Vocus Right of First Refusal within ten (10) business days of receipt of written notice thereof with written notice as to its acceptance or rejection. If Vocus accepts the Vocus Right of First Refusal, PRN shall engage Vocus for a period such service upon the terms stated in the Vocus Right of two First Refusal. If Vocus rejects such Vocus Right of First Refusal or fails to respond within the ten (210) days following the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two-business day period. The Company , PRN may freely assign its purchase option in whole or in part. The selling price and terms of any sale of engage the Offered Shares to the Company or its assignees shall be the same as set forth vendor stated in the Offer Notice; and if Vocus Right of First Refusal at the Offer Notice proposes sales stated compensation for cash in the open market, then the selling price to the Company or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givensuch service. (b) If Vocus shall, prior to engaging a vendor to provide any content in connection with VPR, provide PRN with written notice specifying the Company does not exercise its name of such vendor, the content to be provided, the terms of service for the provision of such content, the compensation to be paid for such content, and any other terms and conditions associated with providing such content, and granting PRN a right of first refusal to provide such sendee under such terms (the “PRN Right of First Refusal”). PRN shall respond to the PRN Right of First Refusal within ten (10) business days of receipt of written notice thereof with written notice as to its acceptance or rejection. If PRN accepts the PRN Right of First Refusal, Vocus shall engage PRN for the provision of such content upon the terms stated in the PRN Right of First Refusal. If PRN rejects such PRN Right of First Refusal or fails to respond within the required two-day period provided above, Seller and/or any of its Affiliates identified in the Offer Notice shall have the right, for a period of twenty ten (2010) days following the expiration of such two-business day period, to sell to Vocus may engage the Third Party or vendor stated in the open market, as identified in PRN Right of First Refusal at the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of stated compensation for such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth abovecontent. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. In the event that the second floor of the ---------------------- Building (athe "Second Floor") If Seller becomes vacant and Sublessor receives a bona fide offer from an independent third party prospective subtenant to sublease the Second Floor, and provided either (i) Subtenant is not in default under this Sublease (and no events have occurred which, with notice, or any the passage of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all both, would become an event of the Remaining Shares in the open market or directly to a third party (the “Third Party”default hereunder), Seller and/or its Affiliates or (ii) Subtenant has cured all defaults under this Sublease within five (5) days following receipt of a notice referred to below, Sublessor shall give deliver to Subtenant a written notice of such desire offer. Subtenant shall have five (5) business days from receipt of such notice to exercise its right to sublease the Second Floor upon the same terms and conditions set forth in this Sublease. Such option shall be exercisable by written notice to the CompanySublessor within such five (5) business day period, which and the execution and delivery of a mutually agreeable sublease in the form of this Sublease within thirty (30) days thereafter. A failure by the Subtenant to give written notice to the Sublessor within such five (5) business day period or the failure to timely execute and deliver the sublease shall contain be deemed a rejection by the number of shares Seller and/or any Subtenant of its Affiliates desire option to sell, if such sale is to be made in sublease the open market or whether it is a negotiated sale to a Third PartySecond Floor. Thereafter, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Sublessor shall have the right of first refusal to acquire all or any portion of sublease the Remaining Shares that Seller and/or any of its Affiliates desire Second Floor to sell as specified in such third party prospective tenant pursuant to the Offer Notice (terms and conditions agreed upon by Sublessor and such prospective tenant. In the “Offered Shares”) for a period of two (2) days following the date the Company receives the Offer Notice. The Company must give any event Sublessor does not sublease to such third party, Sublessor shall provide notice of exercise any new bona fide third party offer to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and Subtenant pursuant to the terms of any sale of the Offered Shares to the Company or its assignees this Section 1G and Subtenant shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise retain its right of first refusal within the required two-day period provided above, Seller and/or any of its Affiliates identified in the Offer Notice shall have the right, for a period of twenty (20) days following the expiration of such two-day period, to sell pursuant to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those notice and election requirements set forth in herein. Notwithstanding the Offer Noticeforegoing, and Sublessor shall not be required to provide notice of any new bona fide third party offer to Subtenant if Sublessor receives such new offer within four (ii4) if such Offered Shares not purchased by months after the Company or date on which Subtenant failed to deliver 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 Offered Shares shall again be subject notice to the exercise Subtenant's right of first refusal set forth as provided 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (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 timetime after the Effective Date, desire to sell some or all of the Remaining Shares in the open market or directly to Owner receives a bona fide written offer from a third party seeking an assignment of this Agreement or the rental stream associated with this Agreement, (the “Third Party”each being a "Purchase Offer"), Seller and/or its Affiliates Owner shall give written notice immediately furnish Tenant with a copy of the 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 desire copy and representation to match the Company, which notice shall contain Purchase Offer and agree in writing to match the 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 sale andPurchase Offer, if or to request additional information. Owner shall provide any reasonably requested additional information, after which Tenant shall have an additional ten (10) days to match the sale is a negotiated sale, Purchase Offer and agree in writing to match the name and address terms of the Third Party (Purchase Offer. Such writing shall be in the “form of a contract similar to the Purchase Offer. If Tenant chooses to exercise this right, Owner shall be obligated to consummate the transaction with Tenant on the terms and conditions of the Purchase Offer Notice”). The Company and shall not have the right to seek additional offers from new parties or a new offer from the original third party so long as Tenant is not in default of such Purchase Offer. If Tenant chooses not to exercise this right of first refusal or fails to acquire all 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 any portion entity that made the Purchase Offer provided that (i) the assignment is on the same terms contained in the Purchase Offer and (ii) the assignment occurs within ninety (90) days of ▇▇▇▇▇▇’s receipt of a copy of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in Purchase Offer or if later, the Closing Date contemplated by the Purchase Offer. If such third party modifies the Purchase Offer Notice (or the “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 Seller assignment does not occur within such twoperiod, Owner shall re-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares offer to Tenant, pursuant to the Company or its assignees shall be procedure set forth in this Paragraph 9, the same as assignment on the terms set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open marketPurchase Offer, then the selling price to the Company or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise its as amended. The right of first refusal within the required two-day period provided above, Seller and/or any of its Affiliates identified in the Offer Notice hereunder 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if survive any transfer of all or any part of the sale is to Property or assignment of all or any part of the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, and Agreement; (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 Offered Shares shall again be subject bind and inure to the right of first refusal set forth above. benefit of, Owner and ▇▇▇▇▇▇ and their respective heirs, successors and assigns; (ciii) 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 run with the right of first refusal in this Section 7 regarding any further sale of those shares of common stock of the Company.land; and

Right of First Refusal. (a) If Seller Landlord at any time determines to sell all or any part of the Premises (whether or not in response to an offer from a third party), Landlord shall notify Tenant of the terms on which Landlord will be willing to sell. If Tenant, within thirty (30) days after Landlord's notice, indicates in writing its Affiliates agreement to purchase the Premises or a part of the Premises on the terms stated in the Landlord's notice, Landlord shall sell and convey the Premises or a part of the Premises to Tenant on the terms stated in the notice. If Tenant does not indicate its agreement within thirty (as defined in Rule 405 promulgated under 30) days, Landlord thereafter shall have the Securities Act of 1933, as amended) shall, at any time, desire right to sell some and convey the Premises or all a part of the Remaining Shares Premises to third party on the same terms stated in the open market or directly notice. If Landlord does not thereafter sell and convey the Premises to a third party on the same terms stated in the Landlord's notice to Tenant, within ninety (the “Third Party”)90) days, Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is further transaction will be deemed to be made in a new determination by Landlord to sell and convey the open market premises or whether it is a negotiated sale to a Third Party, the proposed terms part of the sale and, if Premises and the sale is a negotiated sale, the name and address provisions of this Section shall apply. If Tenant purchases all of the Third Party (the “Offer Notice”). The Company Premises, this Lease shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market terminate on the date title vests in Tenant. If Tenant shall purchase a part of the Offer Notice is given. (b) If the Company does not exercise its right of first refusal within the required two-day period provided abovePremises, Seller and/or any of its Affiliates identified in the Offer Notice shall have the right, for a period of twenty (20) days following the expiration of such two-day period, to sell this Lease as to the Third Party or part purchased shall terminate on the date title vests in Tenant, and the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale Minimum Monthly Rent shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 reduced 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 ratio that the value of the Company by gift, it will obtain Premises before the donee’s written agreement purchase bears to comply with the right of first refusal in this Section 7 regarding any further sale of those shares of common stock value of the CompanyPremises covered by the Lease immediately after the purchase.

Right of First Refusal. If Lessor receives an offer from any person or entity that owns towers or other wireless telecommunications facilities (aor is in the business of acquiring Lessor’s interest in this Lease Agreement) If Seller to purchase fee title, an easement, a lease, a license, or any of its Affiliates (as defined other interest in Rule 405 promulgated under the Securities Act of 1933Leasehold Premises, as amended) shallor Lessor’s interest in this Lease Agreement, at or an option for any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”)foregoing, Seller and/or its Affiliates Lessor shall give provide written notice to Lessee of such desire to the Companysaid offer, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Lessee shall have the a right of first refusal to acquire all such interest on the same terms and conditions in the offer, excluding any terms or any conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat or undermine Lessee’s possessory or economic interest in the Leasehold Premises. If Lessor's notice covers portions of Lessor’s parent parcel beyond the Leasehold Premises, Lessee may elect to acquire an interest in only the Leasehold Premises, and the consideration shall be pro-rated on an acreage basis. Lessor’s notice shall include the prospective buyer’s name, the 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 Lessor’s parent parcel is to be sold, leased or otherwise conveyed, a description of said portion. If the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) Lessor's notice shall provide for a due diligence period of two less than sixty (260) days following the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open marketdays, then the selling price due diligence period shall be extended to the Company or its assignees for each Offered Share will be the closing price per share sixty (60) days from exercise of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. right of first refusal and closing shall occur no earlier than fifteen (b15) days thereafter. If the Company Lessee does not exercise its right of first refusal by written notice to Lessor given within thirty (30) days, Lessor may convey the required two-day period provided above, Seller and/or any of its Affiliates identified property as described in the Offer Notice Lessor's notice. If Lessee declines to exercise its right of first refusal, then this Lease Agreement shall continue in full force and effect and Lessee's right of first refusal shall survive any such conveyance. Lessee shall have the right, for a period of twenty (20) days following the expiration of such two-day periodat its sole discretion, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to assign the right of first refusal set forth aboveto any person or entity, either separate from an assignment of this Lease Agreement or as part of an assignment of this Lease Agreement. Such assignment may occur either prior to or after Lessee’s receipt of Lessor’s notice and the assignment shall be effective upon written notice to Lessor. (c) 10. The closing pursuant Lease Agreement is amended by adding a new Section 23 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 Section 7 regarding any further sale of those shares of common stock of the Company.end thereto:

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under Sublandlord intends to sell the Securities Act of 1933, as amended) shall, Leased Premises at any timetime during the Sublease Term and whether or not an Event of Default has occurred and is continuing, desire Sublandlord agrees to sell some or all of the Remaining Shares in the open market or directly to give Subtenant, and Subtenant shall have, a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion purchase the Leased Premises upon the following terms: (i) Sublandlord shall give Subtenant written notice of its intention to sell the Leased Premises; (ii) Sublandlord shall have received a bona fide letter of intent for the purchase of the Remaining Shares that Seller and/or any Leased Premises which letter of intent must include all of the material terms of the subject transaction including but not limited to the identity of the prospective purchaser, the purchase price, terms of financing, due diligence and feasibility periods and closing date, (iii) a true, correct and complete copy of such letter of intent must be delivered by Sublandlord to Subtenant with the written notice of Sublandlord’s intention to sell, (iv) Subtenant (or one of its Affiliates desire to sell as specified in affiliates) shall have the Offer Notice (the “Offered Shares”) right for a period of two fifteen (215) business days following the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale from receipt of the Offered Shares foregoing to determine whether it wants to acquire the Company or its assignees shall be Leased Premises upon the same terms as set forth in the Offer Notice; and such letter of intent (such right shall be exercised by written notice from Subtenant to Sublandlord within such fifteen (15) business day period), (v) 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company Subtenant does not exercise its elect to acquire the Leased Premises pursuant to such right of first refusal within and the required two-day period provided above, Seller and/or any of its Affiliates prospective purchaser identified in such letter of intent does not thereafter close the Offer Notice proposed purchase of the Leased Premises pursuant to the terms of such letter of intent delivered to Subtenant within one-hundred and eighty (180) days after the date thereof, then Subtenant shall once again have a right of first refusal as to the next proposed sale of the Leased Premises. No letter of intent shall be a valid letter of intent if the consideration therein is not to be paid in lawful currency of the United States of America. If the provisions of this Section 11 shall be breached or violated during any time that they are in effect, Subtenant shall have the right, for a period of twenty (20) days following the expiration of such two-day periodin addition to any other rights available at law or in equity, to obtain injunctive relief. Sublandlord agrees that it will only sell to the Third Party or Leased Premises in its entirety and will only sell the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise same for lawful currency of the right United States 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 AgreementAmerica. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller In the event that the Franchisee wishes to engage in a transfer, the Franchisee hereby grants to the Franchisor or any its designee, a 30 day right of its Affiliates (first refusal to purchase the interest proposed to be transferred on the same terms and conditions as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares are contained in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is to be made set forth in the open market or whether it is a negotiated sale to a Third PartySection 12.2.d; provided however, the proposed following additional terms and conditions shall apply: a. The parties acknowledge that the Franchisor's right of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company first refusal shall have include the right of first refusal to acquire purchase any and all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified Franchisee's interest in the Offer Notice (Franchised Location premises if such premises are owned by the “Offered Shares”) for a Franchisee. b. The 30 day right of first refusal period of two (2) days following shall run concurrently with the date period during which the Company receives Franchisor has the Offer Notice. The Company must give any such notice of exercise right to Seller within such two-day period. The Company may freely assign its purchase option in whole approve or in part. The selling price and terms of any sale disapprove of the Offered Shares to proposed transferee; c. The right of first refusal will be effective for each proposed transfer and any material change in the Company terms or its assignees conditions of the proposed transfer shall be deemed a separate offer on which the same as set forth in Franchisor shall have a new 30 day right of first refusal; d. If the Offer Notice; and if consideration or the Offer Notice proposes sales for cash in manner of payment offered by a proposed transferee is such that the open marketFranchisor may not reasonably be required to furnish the same, then the selling price Franchisor may purchase the interest which is proposed to be sold for the Company or its assignees for each Offered Share will reasonable cash equivalent. If the parties cannot agree within a reasonable time on the cash consideration, an independent appraiser shall be designated by the closing price per share Franchisor, whose determination shall be binding upon the parties. All expenses of the Company’s common stock on appraiser shall be paid for equally between the NASDAQ Global Select Market on Franchisor and the date the Offer Notice is given.Franchisee; and (b) e. If the Company does Franchisor chooses not to exercise its right of first refusal within refusal, the required two-Franchisee shall be free to complete the transfer subject to compliance with Sections 12.2 and 12.3 above. Absence of a reply to the Franchisee's notice of a proposed transfer with the 30 day period provided above, Seller and/or any of its Affiliates identified in the Offer Notice shall have the right, for may be deemed a period of twenty (20) days following the expiration waiver of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth aboverefusal. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (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 timetime a Founder or Series H Stockholder receives a bona fide offer from any person to purchase any Equity Securities (a “Third-Party Offer”) held by such Founder or Series H Stockholder, such Founder or Series H Stockholder shall cause such Third-Party Offer to be reduced to writing and shall notify the Company and each Investor of such Founder’s or Series H Stockholder’s desire to sell some or all of accept the Remaining Shares in the open market or directly to a third party Third-Party Offer (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Sale Notice”). The Sale Notice shall contain an irrevocable offer to sell such Equity Securities to the Company at a purchase price equal to the price contained in, and on the same terms and conditions of, such Third-Party Offer and shall be accompanied by a true copy of the Third-Party Offer (which shall identify the offeror). At any time within 20 days after the date of receipt by the Company of such Sale Notice, the Company shall have the right right, exercisable by delivery of first refusal written notice to acquire the transferring Founder or Series H Stockholder, to purchase all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell Equity Securities covered by such Sale Notice at the same price and on the same terms and conditions as specified in the Offer Notice (Sale Notice. In the “Offered Shares”) for a period of two (2) days following the date event that the Company receives the Offer Notice. The Company must give any such notice of exercise does not elect to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale acquire all of the Offered Shares Equity Securities specified in such Sale Notice, each Investor shall have the right, exercisable by delivery of written notice to the Company transferring Founder or its assignees shall be the same as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open market, then the selling price Series H Stockholder prior to the Company expiration of the Election Period, to purchase all or any portion of its assignees for each Offered Share will be pro rata share—equal to the closing price per share rato of (a) the number of shares of the Company’s common stock on Common Stock (including all shares of Common Stock issued or issuable upon conversion of the NASDAQ Global Select Market on Preferred Shares or upon the date exercise of any outstanding warrants or options) of which such Investor is deemed to be a holder immediately prior to the Offer Notice is given. issuance of such Equity Securities to (b) If the Company total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Shares or upon the exercise of any outstanding warrants or options) then held by all of the Investors immediately prior to the issuance of the Equity Securities—of the remaining shares covered by such Sale Notice. To the extent any Investor does not exercise its right to purchase its full pro rata share of first refusal within the required two-day period provided aboveEquity Securities covered by the Sale Notice, Seller and/or any of its Affiliates identified in the Offer Notice other Investors shall have the rightright to purchase such unsubscribed shares, for a period and the purchase of twenty (20) days following such shares shall be allocated among the participating Investors purchasing their full pro rata share in proportion to the Equity Securities held by such participating Investors, or in such other proportions as agreed among the participating Investors. The Company and the Investors may pay cash to the selling Founder or Series H Stockholder equal in amount to the fair market value of any non-cash consideration offered in the Third-Party Offer. If the Company or the Investors have not notified the selling Founder or Series H Stockholder in writing of their election to purchase all of the Equity Securities as set forth herein prior to the expiration of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer NoticeElection Period, the Offered Shares selling Founder or Series H Stockholder may within 60 days thereafter sell the balance of such Equity Securities not purchased by the Company or its assignees; provided, however, that (i) if the sale is to Investors on the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, and (ii) if such Offered Shares not purchased original Third-Party Offer. Any Equity Securities held by the Company Founder or its assignees are Series H Stockholder covered by the Third-Party Offer that is not sold by Seller and/or any of its Affiliates in accordance with this Section 7(b) within the twenty (20)-day so transferred during such 60-day period described herein, the Offered Shares shall again be subject to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.5.3

Right of First Refusal. (a) If Seller Except as otherwise provided in Paragraph 35(e), and provided an Event of Default does not then exist, if Landlord shall enter into a contract (the "Sale Contract") for the sale of the entire Leased Premises or any of Related Premises (in either case, the "Sale Premises") with a Third Party Purchaser, which Sale Contract shall be conditioned upon Tenant's failure to exercise its Affiliates (as defined in Rule 405 promulgated right under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”this Paragraph 35(a), Seller and/or its Affiliates then promptly following the execution thereof, Landlord shall give written notice of such desire to the CompanyTenant, which notice shall contain the 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 together with a negotiated sale to a Third Party, the proposed terms copy of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”)executed Sale Contract. The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the right, for For a period of twenty (20) days following the expiration receipt of such two-notice, Tenant shall have the right and option, exercisable by written notice to Landlord given within said twenty (20) day period, to sell elect to purchase the Sale Premises at the purchase price and upon all the terms and conditions set forth in 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 or in Purchaser's obligation to purchase the open market, as identified in Sale Premises which pertains to the Offer Noticecondition of the Sale Premises, the Offered Shares not purchased 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 Sale Premises under this Paragraph 35, and Tenant shall be obligated to purchase the Sale Premises without any such condition or contingency. If at the expiration of the aforesaid twenty (20) day period Tenant shall have failed to exercise the aforesaid option, Landlord may sell the Sale Premises to such Third Party Purchaser upon the terms set forth in such contract. (b) Except as otherwise specifically provided herein, the closing date for any purchase of the Sale Premises by Tenant pursuant to this Paragraph 35 shall be the Company or its assignees; provided, however, that later to occur of (i) if ninety (90) days after the date of Tenant's notice to Landlord of its intention to purchase the Sale Premises upon the terms of the Sale Contract or (ii) the closing date provided in such Sale Contract. At such closing Landlord shall convey the Sale Premises to Tenant in accordance with, and Tenant shall pay to Landlord the purchase price and other consideration set forth in, the applicable Sale Contract. (c) Tenant shall have the right to exercise the foregoing right of first refusal upon (i) each proposed sale is of the Sale Premises prior to the Third Party, the sale shall be made by Seller and/or any seventh (7th) anniversary of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice, this Lease and (ii) notwithstanding the lack of exercise by Tenant in (i) above, one (1) time after the seventh (7th) anniversary of this Lease; provided, that if, following compliance with the procedure described in Paragraph 35(a), a Third Party Purchaser does not purchase the Sale Premises, such event shall not count as an exercise of Tenant's right of first refusal. Notwithstanding anything to the contrary, 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 Offered Shares shall again be subject Tenant fails to exercise the right of first refusal set forth above. granted pursuant to this Paragraph (c), subsection (ii), after the seventh (7th) The closing pursuant anniversary of this Lease and the sale to the exercise Third Party Purchaser is consummated, or if the Term of the right this Lease shall terminate or expire, then in any such case such rights of first refusal under Section 7(a) above granted pursuant to this Paragraph 35 shall take place terminate and be null and void and of no later than five (5) days after the Company shall have notified Seller further force 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 Agreementeffect. (d) If Seller and/or any of Tenant does not exercise 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 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 this Section 7 regarding 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. (e) The provisions of Paragraph 35 shall not apply to or prohibit (i) any further mortgaging, subjection to deed of trust or other hypothecation of Landlord's interest in the Leased Premises or any Related Premises, (ii) any sale of those shares the Leased Premises or any Related Premises pursuant to a private power of common stock sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord's interest in the Leased Premises or any Related Premises is now or hereafter subject, (iii) any transfer of Landlord's interest in the Leased Premises or any Related 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 CompanyLeased Premises or any Related Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Leased Premises or any Related 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 (vii) any transfer of the Leased Premises or any Related 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. (a) If Seller From and after the date hereof, Member shall have a right of first refusal to acquire the Property on the terms set forth in this Section 14, and Company shall not consummate the transfer or any other disposition or conveyance of its Affiliates (as defined in Rule 405 promulgated under the Securities Act all or part of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares Company’s interest in the open market or directly Property to any unaffiliated third party, until and unless Company shall have obtained a third party bona fide offer therefor (the “Third PartyOffer”), Seller and/or its Affiliates shall give delivered written notice of such desire to the CompanyMember, which notice shall contain the number name of shares Seller and/or any the offeror, the address of its Affiliates desire the offeror, and a true and accurate copy of the Offer, and shall include an offer to sell, if transfer or otherwise dispose of such sale is interest ID #1882 to be made Member for a price equal to 100% of the gross transfer price contained in the open market or whether it is a negotiated sale to a Third Party, the proposed terms Offer and on all of the sale andterms applicable to the Offer (such price and terms, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer NoticeCompany’s Offer”). The If Member shall either deliver written notice of rejection of the Company’s Offer to Company shall have or fail to deliver written notice of acceptance of the Company’s Offer within fifteen (15) days after the date of receipt of Company’s notice, Member’s right of first refusal hereunder shall conclusively be deemed to acquire all be waived with respect to any transfer or any portion other disposition of the Remaining Shares Property (or applicable portion thereof to which the Offer applied) consummated during the period of ninety (90) days thereafter, provided that Seller and/or any of its Affiliates desire to sell as specified the gross transfer price in connection with such transfer is not less than the gross transfer price contained in the Offer Notice (as disclosed in writing to Member. Provided that the “Offered Shares”) for a period of two (2) days following gross transfer price in connection with such transfer is equal to or greater than the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth contained in the Offer Notice; as disclosed in writing to Member, Company shall be free to sell, transfer and dispose of the Property or applicable portion thereof during such ninety (90) day period to any person and on any terms whatsoever, and if the Offer Notice proposes sales for cash in the open market, then the selling price to the Company consummates such a transfer or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. disposition within such ninety (b90) 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 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 contributor or in transferee shall acquire the open market, as identified in Property or applicable portion thereof free and clear of the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the Member’s right of first refusal set forth above. in this Section 14 (c) The closing pursuant which shall be extinguished, null, void and of no further force or effect upon such transfer or disposition with respect to the exercise Property or applicable portion thereof so disposed of). If, however, Company does not consummate any such transfer or other disposition of the Property (or applicable portion thereof to which the Offer applied) within such ninety (90) day period, then Member’s 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 provided for in this Section 7 regarding 14 shall once again apply, and if Company proposes to consummate any further sale of those shares of common stock such transfer or other disposition of the Property (or applicable portion thereof to which the Offer applied) within such ninety (90) day period pursuant to a new Offer under which the gross transfer price is less than the gross transfer price contained in the initial Offer as disclosed in writing to Member, then Company shall not consummate such transfer or other disposition of the Property (or applicable portion thereof to which the Offer applied) without first giving a notice of such new Offer to Member in compliance with the terms of this Section 14. Notwithstanding anything to the contrary contained in the Offer, the closing for the conveyance of the Property or applicable portion thereof to Member shall occur on the date (the “Company’s Offer Closing Date”) selected by Company upon not less than ten (10) days written notice to Member, provided that the Company’s Offer Closing Date shall not be later than the sixtieth (60th) day following the date Member’s notice of acceptance of the Offer was received by Company. The closing shall be held at the offices of Company’s local counsel in Vermont, or at such other location as the parties shall agree.

Right of First Refusal. (a) If Seller Lessor hereby irrevocably assigns to Lessee all of Lessor’s rights to purchase the interests of the Master Lessor in the Premises pursuant to paragraph 13 of the Master Lease, or, if Lessor shall then own the interests of the Master Lessor in the Premises and at any time during the term of this Lease including Extended Terms, Lessor shall receive and be willing to accept a bona fide offer from a third party to purchase Lessor’s interests in the Premises, other than a bid to offer to pur­chase such interests at any sale incidental to the exercise of any remedy provided for in the Mortgage, or if Lessor shall offer to sell its interests in the Premises to any of third party, Lessor shall promptly transmit to Lessee a written offer to sell such interests to Lessee upon the same terms and conditions as are set forth in the third party offer or its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933offer to a third party, as amended) shallthe case may be (together with a statement of Lessor’s willingness to accept such offer), at any together with a true copy of such offer (which shall set forth the name of the offeror), and shall give Lessee 60 days to accept such offer. If Lessee shall accept such offer by written notice to such Lessor within such time, desire the offer and acceptance shall constitute a contract between them for the sale by Lessor and the purchase by Lessee of Lessor’s interests in the Premises. On the date of such purchase, if no event of default hereunder shall have occurred and be continuing, Lessor shall convey and assign to Lessee Lessor’s interests in the Premises against payment of the sale price therefor, provided that such assignment shall be made subject to this Lease, and this Lease shall continue in full force and effect. If Lessee shall fail to accept such offer within such time, Lessor, within 60 days of the expiration of such time, shall be free to contract to sell some or all of the Remaining Shares its interests in the open market Premises on terms no less favorable to Lessor than the terms set forth in the third party offer or directly the offer to sell to a third party, as the case may be, provided that such contract to sell shall be made subject to this Lease. Lessor shall advise Lessee at least 30 days prior to the transfer of title to a third party (of the “Third Party”), Seller and/or its Affiliates shall give written notice identity of such desire third party (unless such third party was identified with the copy of the offer transmitted to Lessee). Lessor agrees that it will not sell its interests in the CompanyPremises to any third party involved in the manufacture, which notice extrusion or drawing of wire or wire products or if Lessee shall contain determine in good faith that its security clearance or the number security clearance of shares Seller and/or United Technologies Corporation, Lessee’s guarantor, under the Industrial Security Regulations of the Department of Defense or any other applicable government agency would be adversely affected by sale to any proposed purchaser and shall so notify Lessor in writing setting forth the basis of such determination then Lessor shall be prohibited from making a sale of its Affiliates desire to sell, if such sale is to be made interests in the open market or whether it is a negotiated sale Premises to a Third Party, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”)such purchaser. The Company rights assigned and created hereby are exercisable only so long as this Lease is in effect; and Lessor and Lessee agree that Lessee shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified exercise such rights only if Lessee is not in the Offer Notice (the “Offered Shares”) for a period of two (2) days following the date the Company receives the Offer Noticedefault hereunder. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole rights assigned hereby shall expire upon the termination or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth abovelease. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (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, desire a Participant (the “Refusal Right Seller”) desires to sell some or all accept an unsolicited offer (the “Third Party Offer”) from a third party purchaser dealing at arm’s length (within the meaning of the Remaining Shares in Income Tax Act (Canada)) with the open market or directly Refusal Right Seller with respect to a purchase for all, but not less than all, of its Interest (the “Refusal Right Interest”), then the Refusal Right Seller shall first deliver a notice (the “Refusal Right Notice”) to the other Shareholder (the “Refusal Right Shareholder”) advising it of same and specifying the purchase price offered by such third party (the “Third PartyOffer Price”), Seller and/or its Affiliates ) and shall give written notice of such desire to the Company, which notice shall contain the 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 concurrently deliver a negotiated sale to a Third Party, the proposed terms of the sale and, if the sale is a negotiated sale, the name and address copy of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenRefusal Right Shareholder. (b) The Refusal Right Shareholder shall have the right (the “Refusal Right”), exercisable within sixty (60) days after receipt of a Refusal Right Notice (the “Refusal Right Period”), to purchase the Refusal Right Interest at the Offer Price payable in cash in full at the closing of such purchase and otherwise on the same terms and conditions as set out in the Third Party Offer by delivering to the Refusal Right Seller during the Refusal Right Period (i) a written notice of exercise of the Refusal Right (the “Exercise Notice”) and (ii) evidence demonstrating the ability of the Refusal Right Shareholder to satisfy the Offer Price. If the Company Refusal Right Shareholder exercises the Refusal Right but thereafter fails timely to complete the purchase of the Refusal Right Interest in accordance with the terms of this section 18.2 (a “Refusal Right Default”), the Refusal Right Seller shall thereafter be free to sell the Refusal Right Interest to any third party at a price not less than the Offer Price, and on other terms not materially less favourable to the Refusal Right Seller, so long as the Transfer is fully completed within the period ending one hundred twenty (120) calendar days after the Refusal Right Default, without otherwise being subject to this section 18.2. In the case of a Refusal Right Default, the Refusal Right Seller may pursue any remedies as may be available at law or in equity. (c) If the Refusal Right Shareholder does not exercise its right of first refusal the Refusal Right in accordance with this section 18.2 within the required two-day period provided aboveRefusal Right Period, then any rights that the Refusal Right Shareholder may have otherwise had under this section 18.2 shall be extinguished and the Refusal Right Seller and/or any of its Affiliates identified in the Offer Notice shall have the rightshall, for a period of one hundred and twenty (20120) days following the expiration end of such two-day periodthe Refusal Right Period, be entitled to sell to accept the Third Party Offer for the purchase of the Refusal Right Interest for a price equal to or in the open market, as identified in greater than the Offer Notice, Price and otherwise on the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to same terms and conditions as set out in the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise Offer. Any sale of the right of first refusal under Section 7(a) above shall take place Refusal Right Interest must be completed no later than five six (56) days after months from the Company shall have notified Seller and any of its Affiliates end of the exercise of Refusal Right Period (subject only to delays by a Governmental Authority in providing any approvals required by Applicable Law). If such sale is not completed within such six (6) month period, the right of first refusal and in Refusal Right Seller shall not accept a Third Party Offer without again complying with the same manner as described in Section 4 provisions of this Agreementsection 18.2. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under During the Securities Act of 1933Lease Term, as amended) shall, at any time, desire to Landlord shall not sell some or all of the Remaining Shares in the open market or directly Premises to a third party (the “"Third Party”)") at any time when this Lease is not in default unless and until (i) Landlord has received and, Seller and/or its Affiliates shall give subject to Tenant's right of first refusal, accepted a bona fide written notice offer ("Offer") from Third Party containing the sales price and all of such desire the terms and conditions upon which Landlord is willing to sell the Company, which notice shall contain the number of shares Seller and/or any of its Affiliates desire Premises 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 and (ii) Landlord has provided Tenant with a copy of the sale and, if Offer and twenty (20) days in which to advise Landlord that it will acquire the sale is a negotiated sale, Premises on the name same terms and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell conditions as specified reflected in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 that it will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise waive its right of first refusal within with respect to the required two-day period provided above, Seller and/or any of its Affiliates identified Offer. In the event Tenant elects to purchase the Premises on the terms reflected in the Offer, the closing of the sale of the Premises shall occur in accordance with the Offer. In the event Tenant elects to waive its right to purchase the Premises on the terms reflected in the Offer, said waiver shall not affect Tenant's right of first refusal with respect to any future offers. Further, in the event Tenant elects to waive its right to purchase the Premises on the terms reflected in said Offer Notice shall have and the right, closing of the transaction provided for a period of twenty therein fails to close within ninety (2090) days following after said waiver or the expiration terms of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is are revised to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth reflected in the Offer, Landlord shall not be permitted to sell the Premises without first offering Tenant the right to purchase the same on the terms reflected in the Offer Noticeor in the revised Offer, 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 as applicable, all in accordance with this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth aboveterms hereof. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any Shares of its Affiliates (as defined in Rule 405 promulgated under the Securities Act Common Stock that you acquire upon exercise of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase your option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal on the terms and conditions set forth abovein this Section 11. The Company’s right of first refusal will expire upon the initial public offering of the Company’s common stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission or any foreign regulatory agency under the Securities Act or any foreign securities laws (the “Listing Date”). (ca) Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of 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 or any interest therein, the record holder of the shares 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 stock of the corporation the stock of 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 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 closing price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the right of first refusal cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under Section 7(a) above shall take place 11(a)(i)), or the Fair Market Value as determined by the Board in the event no later purchase price is involved. To the extent consideration other than five (5) days after cash is offered by the proposed transferee, the Company shall have notified Seller and 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 Affiliates 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 exercise of the right of first refusal and in the same manner as described in Section 4 of this AgreementOffered Shares. (div) If Seller and/or any of its Affiliates transfers any shares of common stock 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 calendar day after the expiration of the Company by gift30-day option exercise period or after the 90th calendar day after the expiration of the 30-day option exercise period, it will obtain the donee’s written agreement and if such Transfer has not taken place prior to comply said 90th day, such Transfer may not take place without once again complying with the right of first refusal this Section 11(a). The option exercise periods in this Section 7 regarding 11(a)(iv) will be adjusted to include any further sale extension required to avoid the classification of those 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 of the Company’s 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 by the applicable laws of descent and distribution.

Right of First Refusal. For a period of twelve (a12) months subsequent to the Closing Date, 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 follow-on offerings of common shares of the Company, securities exchangeable or convertible into common shares of the Company. It is 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 Seller or the Lead Underwriter does not accept the terms and conditions contained in the Company’s offer, you may engage any of its Affiliates other financial institution as manager, underwriter, private placement agent and/or financial advisor (as defined in Rule 405 promulgated under the Securities Act of 1933case may be, as amended) shall, at any time, desire to sell some or all depending on the nature of the Remaining Shares transaction) in connection with such transaction, provided that the open market or directly 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 third party (period of three days from the “Third Party”)date of receipt of written notice from the Company of any such proposed financing, Seller and/or in which notice the Company shall set forth in detail the terms of such proposed offering, to provide written notice to the Company that the Lead Underwriter intends to exercise its Affiliates shall right to participate in such financing. If the Lead Underwriter does not give written notice within such three day period, it shall be deemed to have waived its right in respect of such desire transaction. Should the Lead Underwriter fail to give notice within three days of the receipt of the Company's notice, the Company may then make other arrangements to engage another source to obtain financing on terms no less favourable to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) for a period of two (2) 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 deemed to be a new transaction requiring the Company receives the Offer Notice. The Company must to give any such written notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same Lead Underwriter as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller Should Landlord (which, for purposes of this Section 54 only, shall include any successor Affiliates of Landlord), receive an offer to purchase, assign or any of its Affiliates otherwise transfer (as defined in Rule 405 promulgated under subsection (d) below) the Securities Act of 1933Property, as amended) shallBuilding, at the Leased Premises, or any time, desire to sell some or all part of the Remaining Shares in the open market or directly to a third party Leased Premises (the “Third PartyOffer Property”), Seller and/or its Affiliates and Landlord desires to accept such offer; or should Landlord make an offer to sell, assign or otherwise dispose of the Offer Property, Landlord shall give deliver to Tenant written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party offer (the “Offer Notice”), either of which notice shall include the name and address of the proposed transferee (the “Third Party Transferee”) and copies of the relevant documents setting forth the proposed terms of the transaction (which shall include the purchase price and any broker agreements or obligations). The Company Tenant shall then have the right of first refusal option to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified Offer Property upon the terms and conditions set forth in the Offer Notice or refuse same. Within ten (the “Offered Shares”10) for a period business days of two (2) days following the date the Company receives Tenant’s receipt of the Offer Notice. The Company must give any such , Tenant shall deliver to Landlord written notice of exercise its intent to Seller within such two-day period. The Company may freely assign its purchase option in whole accept or in part. The selling price decline the Offer Property upon the terms and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as conditions set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company Landlord does not exercise its right of first refusal receive Tenant’s response to the Offer Notice within said ten-(10)-day period, Tenant’s option to acquire the required two-day period provided above, Seller and/or any of its Affiliates identified Offer Property pursuant to the terms set forth in the Offer Notice shall immediately cease and become null and void without need of any further action from any party, and Landlord shall have the right, for a period of twenty (20) days following right to proceed with the expiration of such two-day period, to sell transfer to the Third Party or in the open marketTransferee, as identified in unencumbered by any rights of Tenant to acquire the Offer Notice, Property or otherwise interfere with the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified transactions contemplated in the Offer Notice on terms that are no more favorable only. Tenant’s right of first refusal as set forth in subsection (a) above shall be revived in the event of any material changes in the Offer Notice or in the event the contemplated transaction fails to close with the named Third Party Transferee (or an affiliate thereof). If Tenant’s right of first refusal is revived, the parties shall act again in accordance with the provisions set forth in subsection (a) above with respect to any new offer of the type described in subsection (a) above. Tenant’s right of first refusal is personal to the purchaser of such Offered Shares than those named Landlord or any successor Affiliate thereof and shall terminate as against any third party successor to the Landlord’s interest herein. (c) If Tenant properly declares, within said ten (10) day period, its intent to acquire the Offer Property upon the terms and conditions set forth in the Offer Notice, Landlord and (ii) if Tenant shall enter into the transfer agreements and close the transactions as contemplated in such Offered Shares not purchased by Offer Notice, based upon 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 Offered Shares shall again be subject to the right of first refusal terms 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 Agreementtherein. (d) If Seller and/or For purposes of this provision, “transfer” shall mean any direct or indirect transfer, including, but not limited to: (i) an involuntary transfer such as a transfer pursuant to a foreclosure sale; (ii) a transfer resulting by operation of its Affiliates transfers law, or as a result of any shares merger, consolidation or similar action with an entity that is not an Affiliate of Landlord; (iii) the transfer of an equity interest in Landlord (or in Landlord’s parent, subsidiary, or any entity that controls, is controlled by, or under common stock control of Landlord) if the transfer of the Company by giftequity interest results in a change in control of Landlord; and (iv) any assignment of beneficial interest if the Property, it will obtain Building, the donee’s written agreement to comply with the right of first refusal in this Section 7 regarding Leased Premises or any further sale of those shares of common stock part of the CompanyLeased Premises are held in a trust.

Right of First Refusal. (a) If Seller or any Except as otherwise provided in clause (e) of its Affiliates this Paragraph 36, and provided an Event of Default does not then exist if Landlord shall enter into a contract for the sale (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended"Sale Contract") shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly Leased Premises with a Third Party Purchaser (such Sale Contract to a third party (the “Third Party”be conditioned upon Tenant's failure to exercise its right under Paragraph 36(b)), Seller and/or its Affiliates Landlord shall give written notice of such desire to the Company, which notice shall contain the 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 Tenant of the sale andSale Contract, if together with a copy of the sale is a negotiated sale, executed Sale Contract and the name and business address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenPurchaser. (b) For a period of thirty (30) days following receipt of such notice, Tenant shall have the right and option, exercisable by written notice to Landlord given within said thirty (30) day period, to elect to purchase the Leased Premises 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 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 shall be obligated to purchase the Leased Premises without any such condition or contingency. (c) If at the Company expiration of the aforesaid thirty (30) day 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. (d) Except as otherwise specifically provided herein, the closing date for any purchase of the Leased Premises by Tenant pursuant to this Paragraph 36 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 with a Third Party Purchaser or (ii) the closing date provided in such Sale Contract. At such closing Landlord shall convey the Leased Premises to Tenant in accordance with, and Tenant shall pay to Landlord the purchase price and other consideration set forth in, the applicable contract. (e) Tenant shall have the right during the Term to exercise the foregoing right of first refusal upon (i) each proposed sale of the Leased Premises during the Term hereof. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF TENANT FAILS TO TIMELY EXERCISE THE RIGHT OF FIRST REFUSAL GRANTED PURSUANT TO THIS PARAGRAPH 36, 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 LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT OF FIRST REFUSAL. (f) If Tenant does not exercise its right of first refusal within to purchase the required two-day period provided aboveLeased Premises and the Leased Premises are transferred to a Third Party Purchaser, Seller and/or Tenant will attorn to any of its Affiliates identified Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in the Offer Notice shall have the right, for a period of twenty (20) days following the expiration writing of such two-day periodtransfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to sell 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 not apply to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that prohibit (i) if the sale is any mortgaging, subjection to the Third Party, the sale shall be made by Seller and/or any deed of its Affiliates to the Third Party as identified trust or other hypothecation of Landlord's interest in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer NoticeLeased Premises, and (ii) if such Offered Shares not purchased any sale of the Leased Premises 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 Leased Premises is now or hereafter subject, (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 Company Leased Premises to any governmental or its assignees are not sold by Seller and/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., Care▇ ▇▇▇ersified LLC or any of their affiliates provides management services or investment advice, (vi) any Person to whom Landlord sells all or substantially all of its Affiliates in accordance with this Section 7(bassets, or (vii) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise any transfer 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 Leased Premises to any of its Affiliates the successors or assigns of any of the exercise Persons referred to in the foregoing clauses (i) through (iv). Nothing in this subparagraph (g) shall be deemed to be a waiver of the right applicable substantive and procedural rules of first refusal and the State relating to notice of the institution of foreclosure proceedings or, except as otherwise expressly provided in the same manner this Lease, be deemed to require any payment by Tenant as described in Section 4 a consequence of this Agreement. (d) If Seller and/or any of its Affiliates the 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 listed in this Section 7 regarding any further sale of those shares of common stock of the Companysubparagraph (g).

Right of First Refusal. Provided no Event of Default hereunder exists and is continuing, if at any time (and from time to time) during the term of this Lease (including any extensions or renewals thereof), Landlord shall receive an offer to purchase the Plant and/or the Warehouse (each such offer, an "Offer to Purchase") and such Offer to Purchase is acceptable to Landlord, Landlord shall notify Tenant (each such notice, a "Purchase Offer Notice") describing the terms and conditions of such Offer to Purchase. Tenant shall have the continuing right (the "Right of First Refusal") to purchase such Plant and/or Warehouse, as applicable, upon substantially the same terms and conditions set forth in the Purchase Offer Notice by delivering to Landlord a notice (a "Notice of Acceptance") exercising its Right of First Refusal with respect to such Plant or and/or Warehouse, as applicable, within fifteen (15) business days after receipt of the Purchase Offer Notice. In no event shall Landlord enter into any agreement to sell the Premises, the Plant or the Warehouse prior to the delivery of the Purchase Office Notice described herein to Tenant and the expiration of the fifteen (15) business day period for Tenant to provide a Notice of Acceptance to Landlord. If Tenant fails to provide the Notice of Acceptance as provided herein, Tenant shall be deemed to have waived its Right of First Refusal with respect to such Offer to Purchase and Landlord may proceed with the sale of the Plant and/or the Warehouse, as applicable, pursuant to the Offer to Purchase. A waiver of the Right of First Refusal by Tenant with respect to any given Offer to Purchase shall only be a waiver of the specific Offer to Purchase described in the Purchase Offer Notice and shall not be deemed a waiver of any future Offers to Purchase that Landlord may receive. Notwithstanding anything to the contrary provided herein, if at any time Landlord should (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under engage a broker to market the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares Plant and/or the Warehouse or (b) otherwise actively solicit bids for the sale of the same, then Landlord shall promptly notify Tenant of its actions. Landlord's obligation to provide notice of its intent to sell the Company or its assignees shall be Plant and/or the same Warehouse as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash preceding sentence shall in the open market, then the selling price to the Company or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 no way relieve Landlord of its Affiliates identified in the obligations to provide Purchase 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 in the open market, Notices as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth aboveparagraph. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. In the event that FCS receives a bona fide offer for the sale or other transfer (aeach, a "Transfer") If Seller or of any of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market FCS Technology or directly to a third party FCS ownership interests (the “Third Party”)"FCS Interests") which FCS intends to accept, Seller and/or its Affiliates FCS shall (i) give written notice to LIFELOC of such desire to the Company, which notice shall contain the number offer and 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 sale and, if the sale is a negotiated saleintention, the name and address of the Third Party proposed purchaser ("Offeror"), the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion terms of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) for proposed transaction, 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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms copy of any sale proposed form of letter of intent or contract for the Offered Shares to the Company or its assignees shall be the same sale, and such other information as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. LIFELOC may reasonably request (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 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Notice"Offer"), and (ii) if shall offer to sell the FCS Interests to LIFELOC on the same terms and conditions as contained in such Offered Shares not purchased Offer. The giving of such notice shall constitute a warranty and representation by FCS to LIFELOC that FCS believes the Company or its assignees are not sold by Seller and/or any of its Affiliates Offer to be bona fide in accordance with this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be all respects and that FCS intends to accept it subject to the right provisions of first refusal set forth above. this Section. Within ninety (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 (590) days after such receipt of such notice, LIFELOC may elect by notice to FCS to purchase the Company FCS Interests (the "Election Notice") on the same terms and conditions as are contained in the Offer. In the event LIFELOC so elects to purchase the FCS Interests, on a closing date specified in a written notice given by LIFELOC to FCS, which date shall have notified Seller and any of its Affiliates not be fewer than ten days nor more than sixty days after the date of the exercise Election Notice, FCS shall tender to LIFELOC good and marketable title to the FCS Interests, free and clear of all liens, claims and encumbrances, to be exchanged for the consideration set forth in the Offer. In the event LIFELOC does not accept the Offer as aforesaid, FCS shall be free to contract to sell and consummate the sale of the right FCS Interests to the Offeror within the ninety (90) day period after the expiration of first refusal the ninety (90) day period in which LIFELOC could have accepted such Offer, on the same terms and conditions set forth in the Offer. In the event FCS shall not, within such ninety (90) day period, contract to sell and consummate the sale to the Offeror on the same manner as described terms and conditions contained in Section 4 the Offer, then should FCS thereafter elect to sell the FCS Interests, whether on the same or on other terms and conditions, FCS shall be required to again comply with all of the terms and provisions of this Agreement. (d) If Seller and/or any of its Affiliates transfers any shares of common stock of the Company by gift, Section. FCS acknowledges and agrees that it will obtain not take any actions, directly or indirectly, that will circumvent the donee’s written agreement to comply with the right intents and purposes of first refusal in this Section 7 regarding any further sale of those shares of common stock of the CompanySection.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under To the Securities Act of 1933extent lawfully required by 14 M.R.S. §6050, as amended) shallnow in effect (the “6050 Law”), at any timeif, desire during the Term of this Agreement Land Owner intends to sell some or all of to offer for sale as a separate parcel the Remaining Shares in Leased Property and if at that time a structure owned by the open Tenant then exists on the Leased Property, Tenant shall have the right to purchase the lot for its “fair market or directly to value”. If Land Owner receives a bona fide purchase offer from a third party (that Land Owner is willing to accept, the purchase price specified in such offer shall been deemed to be the “Third Partyfair market value”). If there is no bona fide third party offer, Seller and/or its Affiliates the fair market value for purposes of this Section shall first be determined by Land Owner, and if Tenant does not agree with Land Owner’s determination, then the fair market value shall be determined by an appraisal conducted by a real estate professional selected by Land Owner with a minimum of five (5) years’ experience in appraising comparable properties, with the cost of such appraisal to be borne by Tenant. If Land Owner intends to sell or to offer for sale as a separate parcel the Leased Property, it shall give written notice of such desire intent to Tenant setting forth terms for such sale, or a copy of any proposed contract for the Company, which notice shall contain same omitting the 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 name of the sale and, if the sale is a negotiated sale, the name and address of the Third Party purchaser (the “Offer Notice”). The Company Tenant shall have the right ninety (90) days from receipt of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (to accept the “Offered Shares”) for a period offer to purchase the Leased Property. If ▇▇▇▇▇▇ does not accept this offer by written notice delivered to Land Owner before the expiration of two (2) days following the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two90-day period. The Company , ▇▇▇▇▇▇'s first refusal right shall terminate and Land Owner may freely assign its purchase option in whole or in part. The selling price and terms of any sale of sell the Offered Shares Leased Property to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenother parties. (b) If the Company does not exercise its right of This first refusal within the required two-day period provided above, Seller and/or any of its Affiliates identified right applies only in the Offer Notice shall have case of an offer or sale of the right, for Leased Property as a period of twenty (20) days following the expiration of such two-day period, to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 separate parcel in accordance with this Section 7(bthe 6050 Law, and does not apply to, among other transactions, (a) within any transfer or sale of the twenty (20)-day period described hereinLeased Property, the Offered Shares shall again be subject to this Agreement and the right rights of first refusal set forth aboveTenant hereunder, as part of the exchanging, dividing, selling, or other transferring of Land Owner’s ownership in the township or any tract that includes the Leased Property together with any additional land, (b) any transfer of the Leased Property, subject to this Lease and the rights of Tenant hereunder, to an entity owned or controlled by or under common control with Land Owner, or pursuant to a merger or consolidation involving Land Owner, or (c) the mortgage or lease of Land Owner’s fee interest in the Leased Property. (c) The closing pursuant If Tenant does not elect to purchase and the exercise Leased Property is sold by Land Owner to a third party, Tenant will furnish, at Land Owner's request, an estoppel certificate for the benefit of the right of first refusal under Section 7(a) above shall take place no later than five (5) days after purchaser confirming the Company shall have notified Seller existence and any of its Affiliates of the exercise of the right of first refusal and in the same manner as described in Section 4 status 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 doneeincluding Land Owner’s written agreement to comply compliance with the right of first refusal refusal, in such form as Land Owner may reasonably request. The sale to any such third party shall be subject to Tenant's rights under this Section 7 regarding any further sale Agreement. The third party purchaser shall have all rights and remedies of those shares of common stock of the CompanyLand Owner under this Lease.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under Notwithstanding anything to the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares contrary contained in the open market or directly to a third party (the “Third Party”)Lease, Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company Tenant shall have the a right of first refusal to acquire all or any portion lease the fourth floor of the Remaining Shares that Seller and/or Building on the same terms, covenants and conditions as may be set forth in any bona fide offer received by Landlord from a third party, in writing, seeking to rent the fourth floor of its Affiliates desire to sell the Building for such purposes and uses as specified in the Offer Notice may be permitted by law (the “Offered Shares”) for "Offer"). Landlord, upon receipt of the Offer, shall promptly transmit same to Tenant who shall have a period of two (2) 15 days following the date the Company receives to match the Offer Noticeand all of its terms, covenants and conditions (the "Acceptance Period"). The Company must give any such If Tenant agrees to meet the terms of the Offer, it shall send to Landlord a written notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale acceptance of the Offered Shares offer within the Acceptance Period. Failure of Tenant to accept the Company Offer within the Acceptance Period or its assignees shall be failure of Tenant to execute a lease containing the same terms and conditions as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open market, then the selling price (which lease shall be deemed to the Company be an amendment or its assignees for each Offered Share will be the closing price per share an extension of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (bterms, covenants and conditions of this Lease, as amended) If the Company does not exercise shall be deemed a waiver by Tenant of its right of first refusal within and Landlord may lease the required two-day period provided above, Seller and/or any fourth floor premises upon all of its Affiliates identified in the 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 in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer Noticeor upon such other or additional terms not less favorable to Landlord than those contained in the Offer within nine months following the last day of the Acceptance Period. If, and (ii) if for any reason, Landlord does not execute a written lease as provided herein within 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 nine month period described as provided herein, the Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to herein shall again be applicable for the exercise balance of the right term of first refusal under Section 7(a) above this Lease and the foregoing procedure shall take place no later than five (5) days after be repeated for any subsequent offers to lease the Company shall have notified Seller and any of its Affiliates fourth floor of the exercise of the right of first refusal and in the same manner as described in Section 4 of this AgreementBuilding. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) 15.1 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, desire Landlord receives a bona fide offer to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the right of first refusal to acquire purchase all or any portion of the Remaining Shares fee title of the Demised Premises from an unaffiliated third party, any contract that Seller and/or any of its Affiliates desire to sell as specified in may be entered into between Landlord and such bona fide purchaser shall provide that the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees fee shall be the same subject to Tenant's right of first refusal as set forth in this Article XV. Such sale shall be subject to this Lease and shall be so affirmed by the Offer Notice; and if purchaser. In the Offer Notice proposes sales for cash in the open market, then the selling price to the Company event that Landlord receives a written offer or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not exercise its right of first refusal within the required two-day period provided executes a contract as set forth above, Seller and/or any of its Affiliates identified in the Offer Notice Tenant shall have the rightoption, for a period of twenty to be exercised within sixty (2060) days following after receipt by Tenant of written notice of the expiration terms of such twooffer, 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 Lease to the contrary, Landlord shall not entertain or consider any offers from any other party to purchase the Demised Premises during the last year of the term 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 the purpose set forth in this Article XV. If, after the receipt of such notice, Tenant fails to exercise its option by signing and returning a copy of said contract to Landlord, together with the down payment therein provided, within such sixty-day period, Landlord shall have the right to sell proceed with and close the proposed sale on the same terms (and no other terms) as in the offer or contract originally submitted to Tenant. Notwithstanding Tenant's failure to exercise such option within such sixty-day period, Tenant's option shall remain in force and be binding on any subsequent owner or owners of the Demised Premises, in connection with any subsequent sale, to the Third Party same extent as if said subsequent owner or in the open marketowners were Landlord herein, as identified in the Offer Notice, the Offered Shares not purchased by the Company and said subsequent owner or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale owners shall be made by Seller and/or any of its Affiliates required to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal set forth above. (c) The closing pursuant to the exercise do all of the right things required 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 Landlord in this Lease prior to any of its Affiliates such subsequent sale of the exercise of the right of first refusal and in the same manner as described in Section 4 of this AgreementDemised Premises. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. As long as Lessee is Lessee under this Lease and provided Lessee is not in default hereunder, if at any time after the execution of this Lease, Lessor shall receive a bona fide offer which it is willing to accept to sell or transfer legal title to the Leased Premises (a) If Seller or any interest therein) to any person (other than an affiliate, shareholder, partner, joint venturer, spouse or lineal descendant of its Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933Lessor or any trust for their benefit), as amended) Lessor shall, at any time, desire to sell some or all within fifteen (15) days after Lessor's receipt of the Remaining Shares in acceptable offer, notify Lessee of the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice terms of such desire to offer ("Lessor's Offer Notice"). Lessor's Offer Notice shall include the Company, which notice shall contain name of the number of shares Seller and/or any of its Affiliates desire to sell, if such sale is to be made in offeror and the open market or whether it is a negotiated sale to a Third Party, the proposed offered consideration and other terms of the sale and, if the sale is such offer (together with a negotiated sale, the name and address copy of the Third Party offer) and Lessee, within ten (the “10) days after receipt of Lessor's Offer Notice”). The Company , shall have the right of first refusal to acquire purchase the interest to be sold or transferred on all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified other terms and conditions stated in the Offer Notice (the “Offered Shares”) for a period of two (2) days following the date the Company receives the Lessor's Offer Notice. The Company must give any Failure of Lessee to exercise such right within said ten (10) day period shall be deemed a waiver of such right. Upon notice from Lessee of its decision not to exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole right or in part. The selling price and terms of any sale upon waiver of the Offered Shares to the Company or its assignees same, Lessor shall be free to consummate the same as sale or transfer in accordance with the terms set forth in the Lessor's Offer Notice; . In the event such sale or transfer is not consummated within six (6) months after the date of the delivery of Lessor's Offer Notice, the right granted to Lessee in this Article XVII shall be reinstated, and if the Offer Notice proposes sales for cash in the open market, then the selling price any such subsequent sale or transfer shall be subject to this right. Any sale or transfer contemplated by this Article XVII shall be subject to the Company or its assignees for each Offered Share will be provisions of this Lease including, without limitation, the closing price per share rights of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is given. (b) If the Company does not Lessee contained herein. Upon Lessee's exercise of its right of first refusal within hereunder, Lessee may assign such rights to any other person or entity without the required two-day period provided aboveconsent of Lessor or any trust for their benefit, Seller and/or but any assignment shall not relieve Lessee of its Affiliates identified in the 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 obligations hereunder or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the thereunder. The right of first refusal set forth above. (c) The closing pursuant herein granted to the exercise Lessee shall not apply to any transfer by Lessor of the right Leased Premises to any affiliate, shareholder, partner, joint venturer, spouse or lineal descendant 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 Lessor or 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 trust for their benefit or to any of its Affiliates transfers any shares of common stock of the Company transfer by gift, it will obtain or the donee’s written agreement to comply with the right laws of first refusal in this Section 7 regarding any further sale of those shares of common stock of the Companydescent and distribution.

Right of First Refusal. (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, desire to sell some or all of time during the Remaining Shares in the open market or directly to Term Landlord shall receive a bona fide offer (“Offer”) from a third party (to purchase the “Third Party”)Premises, Seller and/or its Affiliates which Offer Landlord shall give written notice of such desire to the Companyaccept, which notice Landlord shall contain the number of shares Seller and/or any of its Affiliates desire promptly deliver to sell, if such sale is to be made in the open market or whether it is Tenant a negotiated sale to a Third Party, the proposed terms copy of the sale andOffer. Tenant may, if the sale is a negotiated sale, the name and address of the Third Party within fifteen (the “Offer Notice”). The Company shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “Offered Shares”) for a period of two (215) days following thereafter, elect to purchase the date the Company receives the Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be Premises on the same terms and conditions as those set forth in the Offer Notice; by delivering written notice of such election to Landlord, and if Tenant fails to timely deliver such notice to Landlord, Tenant shall be deemed to have declined to purchase the Premises. If Landlord shall receive an Offer for the purchase of the Premises which is not consummated by delivering a deed to the offeror, ▇▇▇▇▇▇’s right of first refusal shall remain applicable to subsequent offers. If Tenant elects not to purchase the Premises in accordance with the terms of the Offer, Landlord shall not thereafter sell the Premises to the offeror at a purchase price less than ninety-five percent (95%) of the purchase price contained in the Offer Notice proposes sales for cash unless Landlord has first provided the amended Offer to Tenant in accordance with the open market, then first sentence of this Section 20. If Landlord shall sell the selling price Premises after a failure of Tenant to the Company or its assignees for each Offered Share will be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the right, for a period of twenty (20) days following the expiration of such two-day period, to sell with respect to the Third Party or in the open marketPremises, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the such sale shall be made by Seller and/or subject to this Lease provided that this Section 20, and ▇▇▇▇▇▇’s right of first refusal, shall become null, void and no longer enforceable. If any of its Affiliates Offer shall include real property in addition to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer NoticePremises, 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 Offered Shares shall again be subject to the ▇▇▇▇▇▇’s right of first refusal set forth above. (c) The closing pursuant shall, at Landlord’s election, not be applicable. If the Premises shall be conveyed to the exercise of the Tenant under this right of first refusal under Section 7(a) above refusal, any prepaid rent shall take place no later than five (5) days after the Company shall have notified Seller be apportioned and any of its Affiliates applied on account of the exercise of the right of first refusal and in the same manner as described in Section 4 of this Agreementpurchase price. (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any Except as otherwise provided in Paragraph 38(e), and provided an Event of its Affiliates Default does not then exist, if Landlord shall enter into a contract (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended"Sale Contract") shall, at any time, desire to sell some or all for the sale of the Remaining Shares in the open market or directly to Leased Premises with a third party (the “Third Party”Party Purchaser, which Sale Contract shall be conditioned upon Tenant's failure to exercise its right under this Paragraph 38(a), Seller and/or its Affiliates then promptly following the execution thereof, Landlord shall give written notice to Tenant, together with a copy of the executed Sale Contract. For a period of fifteen (15) days following receipt of such desire notice, Tenant shall have the right and option, exercisable by written notice to Landlord given within said fifteen (15) day period, to elect to purchase the Leased Premises at the purchase price and upon all the terms and conditions set forth in 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 CompanyThird Party Purchaser's obligation to purchase the Leased Premises which pertains to the condition of the Leased Premises, which shall apply to Tenant's obligation to purchase the Leased Premises under this Paragraph 38, and Tenant shall be obligated to purchase the Leased Premises without any such condition or contingency. If at the expiration of the aforesaid fifteen (15) day 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. (b) Except as otherwise specifically provided herein, the closing date for any purchase of the Leased Premises by Tenant pursuant to this Paragraph 38 shall be the earlier to occur of (i) ninety (90) days after the date of Tenant's notice shall contain the number of shares Seller and/or any to Landlord of its Affiliates desire intention to sell, if such sale is to be made in purchase the open market or whether it is a negotiated sale to a Third Party, Leased Premises upon the proposed terms of the Sale Contract or (ii) the closing date provided in such Sale Contract. At such closing Landlord shall convey the Leased Premises to Tenant in accordance with, and Tenant shall pay to Landlord the purchase price and other consideration set forth in, the applicable Sale Contract. (c) Tenant shall have the right to exercise the foregoing right of first refusal upon (i) each proposed sale andof the Leased Premises prior to June 28, 2006 and (ii) notwithstanding the lack of exercise by Tenant in (i) above, one (1) time on or after June 28, 2006; provided, that if, following compliance with the procedure described in Paragraph 38(a), a Third Party Purchaser does not purchase the Leased Premises, such event shall not count as an exercise of Tenant's right of first refusal. Notwithstanding anything to the contrary, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have Tenant falls to exercise the right of first refusal granted pursuant to acquire all this Paragraph (c), subsection (ii), on or any portion of after June 28, 2006 and the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company Third Party Purchaser is consummated, or its assignees shall be the same as set forth in the Offer Notice; and if the Offer Notice proposes sales for cash in the open marketTerm of this Lease shall terminate or expire, then the selling price such rights of first refusal granted pursuant to the Company or its assignees for each Offered Share will this Paragraph 38 shall terminate and be the closing price per share null and void and of the Company’s common stock on the NASDAQ Global Select Market on the date the Offer Notice is givenno further force and effect. (bd) If the Company Tenant does not exercise its right of first refusal within to purchase the required two-day period provided aboveLeased Premises and the Leased Premises are transferred to a Third Party Purchaser, Seller and/or Tenant will attorn to any of its Affiliates identified Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in the Offer Notice shall have the right, for a period of twenty (20) days following the expiration writing of such two-day periodtransfer. At the request of Landlord and at not cost or expense to Tenant, Tenant will execute such documents confirming the agreement referred to sell above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. (e) The provisions of Paragraph 38 shall not apply to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that prohibit (i) if the sale is any mortgaging, subjection to the Third Party, the sale shall be made by Seller and/or any deed of its Affiliates to the Third Party as identified trust or other hypothecation of Landlord's interest in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer NoticeLeased Premises, and (ii) if such Offered Shares not purchased any sale of the Leased Premises 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 Leased Premises is now or hereafter subject, (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 Company 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 sponsored by W.P. Carey & Co., LLC, W.P. Carey Incorporated or either of their success▇▇▇, (vi) any transfer ▇▇ ▇▇e interest of one of the Persons that comprise Landlord to the other Person that comprises Landlord, (vii) any sale to any Person to whom either of the parents of the Landlord sells all or substantially all of its assignees are not sold by Seller and/or assets, or (viii) any transfer of the Leased Premises to any of its Affiliates in accordance with this Section 7(b) within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right successors or assigns of first refusal set forth above. (c) The closing pursuant to the exercise any 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 Persons referred to in the same manner as described in Section 4 of this Agreementforegoing clauses (ii) and (iii). (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 Section 7 regarding any further sale of those shares of common stock of the Company.

Right of First Refusal. (a) If Seller or any of its Affiliates (as defined in Rule 405 promulgated under Landlord grants Tenant the Securities Act of 1933, as amended) shallright, at Tenant's option, to purchase the Premises at the same price and upon the same terms and conditions of any time, desire bona fide offer for the purchase thereof which Landlord shall at any time during the term of this Lease be ready and willing to sell some or accept. Landlord shall give Tenant written notice of all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice terms and conditions of any such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name bona fide offer and address of the Third Party (the “Offer Notice”). The Company Tenant shall have the right of first refusal to acquire all or any portion of the Remaining Shares that Seller and/or any of its Affiliates desire to sell as specified in the Offer Notice (the “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 Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice shall have the right, for a period of twenty (20) days following from and after the expiration receipt of such two-day periodnotice in which to exercise its option to purchase the Premises by giving written notice to Landlord. Such exercise of said option to purchase the Premises shall create a binding agreement between Landlord and Tenant for the sale and purchase of the Premises upon the same terms and conditions contained in the bona fide offer. The right granted to Tenant in this Section 26 shall be continuing until the lawful termination of this Lease, and Tenant's failure to exercise such right with respect to any bona fide offer shall not affect its rights as to any subsequent offers received by Landlord or Landlord's heirs, successors, assigns, or legal representatives. In the event Tenant should fail to exercise its right to first refusal option in any instance, Landlord shall then be free to sell the Premises in accordance with the offer of the prospective purchaser (or to any other purchasers upon substantially the same terms) and to convey the Premises to such purchaser, subject to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assigneesterms and conditions of this Lease; provided, however, that such sale must be consummated within ninety (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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 Offered Shares shall again be subject to the right of first refusal 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 (590) days after the Company shall have notified Seller and any receipt by Tenant of its Affiliates written notice of the exercise terms and conditions 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 offer. Tenant's rights under this Section 7 regarding may be assigned to any further sale of those shares of person or entity controlling, controlled by, or under common stock of the Companycontrol with, Tenant. Tenant's failure to exercise its rights under this Section shall not terminate this Lease nor extinguish Tenant's rights or obligations under this Lease.

Right of First Refusal. (a) If Seller or any Provided an event of its Affiliates (as defined default by Tenant does not then exist under this Lease and this Lease is still in Rule 405 promulgated under full force and effect, Landlord hereby grants Tenant the Securities Act of 1933, as amended) shall, at any time, desire to sell some or all of the Remaining Shares in the open market or directly to a third party (the “Third Party”), Seller and/or its Affiliates shall give written notice of such desire to the Company, which notice shall contain the 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 sale and, if the sale is a negotiated sale, the name and address of the Third Party (the “Offer Notice”). The Company shall have the following right of first refusal to acquire all or any portion purchase the Building during the first twelve (12) months of the Remaining Shares that Seller and/or any Term of its Affiliates desire this Lease. If Landlord desires to sell as specified in the Building pursuant to an offer (an "Offer") to purchase the Building during such period. Landlord shall give Tenant written notice of such Offer Notice (the “Offered Shares”) for a period of two (2) days following the date the Company receives the an "Offer Notice. The Company must give any such notice of exercise to Seller within such two-day period. The Company may freely assign its purchase option in whole or in part. The selling price and terms of any sale of the Offered Shares to the Company or its assignees shall be the same as set forth in the Offer 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 the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the date 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 Offer Notice Tenant shall have the right, right to purchase the Building for a period of twenty an amount equal to One Million Six Hundred Thousand Dollars and 00/100 (20$1,600,000) days following the expiration of such two-day period, upon written notice to sell to the Third Party or in the open market, as identified in the Offer Notice, the Offered Shares not purchased by the Company or its assignees; provided, however, that (i) if the sale is to the Third Party, the sale shall be made by Seller and/or any of its Affiliates to the Third Party as identified in the Offer Notice on terms that are no more favorable to the purchaser of such Offered Shares than those set forth in the Offer 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) Landlord within the twenty (20)-day period described herein, the Offered Shares shall again be subject to the right of first refusal 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 following the Company shall have notified Seller and any of its Affiliates of the exercise of the Offer Notice. If Landlord does not receive such notice in such five (5) day period. Tenant's 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 purchase granted in this Section 7 regarding any further sale of those shares of common stock 2.4 shall terminate. If Tenant provides such notice within such five day period and fails to consummate the purchase of the CompanyBuilding in accordance with the terms and conditions of the Offer. Tenant's right to purchase granted in this Section 2.4 shall terminate. Simultaneously with Tenant's written notice to Landlord, Tenant shall deposit with Landlord non-refundable earnest money in the amount of ten percent (10%) of the purchase pri▇▇ ▇▇ ▇he Building. The closing date of Tenant's purchase pursuant to this Section 2.4 shall occur thirty (30) days, after the delivery of Tenant's notice to Landlord. At the closing, the purchase price shall be payable all in cash and Tenant shall accept the premises "as is". All costs in connection with such purchase, excluding Landlord's attorneys' fees, shall be paid by Tenant, including recording fees, title insurance fees, cost of survey and transfer taxes.