Common use of Right Clause in Contracts

Right. During the Term, Tenant shall have a continuing "right of first offer," in accordance with the terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy of a proposed purchase agreement pursuant to the terms of which Landlord is prepared to sell the Property to Tenant (the "Proposed Purchase Agreement"). The Proposed Purchase Agreement shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice of its election to exercise a First Offer Right within 10 days after Landlord delivers to Tenant the applicable Proposed Purchase Agreement by executing the Proposed Purchase Agreement and returning it to Landlord together with the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with the giving of notice, the passage of time, or both, would constitute a default by Tenant, under this Lease either on the date Tenant exercises such First Offer Right or on any closing date specified in the Proposed Purchase Agreement; (c) In the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, at any time during the one-year period following the delivery of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offer.

Right. During Each of the Term, Tenant Rights outstanding after such adjustment of the number of Rights shall have be exercisable for the number of shares of Preferred Stock for which a continuing "right Right was exercisable immediately prior to such adjustment. Each Right held of first offer," in accordance with record prior to such adjustment of the terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy number of a proposed purchase agreement pursuant Rights shall become that number of Rights (calculated to the terms nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (Purchase Price by the "Proposed Purchase Agreement")Price in effect immediately after the adjustment of the Purchase Price. The Proposed Purchase Agreement Company shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; make a public announcement and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject give simultaneous written notice to the following terms and conditions: (a) Tenant shall give Landlord written notice Rights Agent of its election to exercise a First Offer adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right within Certificates have been issued, shall be at least 10 days after Landlord delivers later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to Tenant the applicable Proposed Purchase Agreement by executing the Proposed Purchase Agreement and returning it to Landlord together with the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with the giving of noticethis Section 11(i), the passage Company shall, as promptly as practicable, cause to be distributed to holders of timeRight Certificates on such record date Right Certificates evidencing, or bothsubject to Section 14, would constitute the additional Rights to which such holders shall be entitled as a default result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by Tenantsuch holders prior to the date of adjustment, under this Lease either and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the date Tenant exercises such First Offer Right or on any closing record date specified in the Proposed Purchase Agreement; (c) In the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, at any time during the one-year period following the delivery of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offerpublic announcement.

Right. During Each of the Term, Tenant shall have a continuing "right Rights outstanding after such adjustment of first offer," in accordance with the terms set forth below, to purchase number of Rights will be exercisable for the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy number of one one-hundredths of a proposed purchase agreement pursuant Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights will become that number of Rights (calculated to the terms nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (Purchase Price by the "Proposed Purchase Agreement")Price in effect immediately after adjustment of the Purchase Price. The Proposed Purchase Agreement shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have Company will make a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice public announcement of its election to exercise a First Offer Right within 10 days after Landlord delivers to Tenant adjust the applicable Proposed Purchase Agreement by executing number of Rights, indicating the Proposed Purchase Agreement and returning it to Landlord together with record date for the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with adjustment, and, if known at the giving of noticetime, the passage amount of time, or both, would constitute a default by Tenant, under this Lease either on the adjustment to be made. Such record date may be the date Tenant exercises on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, will be at least 10 calendar days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company will, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such First Offer record date Right or on any closing Certificates evidencing, subject to the provisions of Section 14, the additional Rights to which such holders are entitled as a result of such adjustment, or, at the option of the Company, will cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date specified of adjustment, and upon surrender thereof if required by the Company, new Right Certificates evidencing all the Rights to which such holders are entitled after such adjustment. Right Certificates so to be distributed will be issued, executed, and countersigned in the Proposed Purchase Agreement; manner provided for herein (c) In the event that Tenant does not timely or properly exercise any First Offer Right, Landlord mayand may bear, at any time during the one-year period following the delivery option of the Proposed Company, the adjusted Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth Price) and will be registered in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offer.names

Right. During Each of the Term, Tenant Rights outstanding after such adjustment of the number of Rights shall have a continuing "right be exercisable for the number of first offer," in accordance with the terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy one-thousandths (0.001) of a proposed purchase agreement pursuant Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the terms nearest one hundred-thousandth (0.00001)) obtained by dividing the Exercise Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (Exercise Price by the "Proposed Purchase Agreement")Exercise Price in effect immediately after adjustment of the Exercise Price. The Proposed Purchase Agreement Company shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have make a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice public announcement of its election to exercise a First Offer Right within 10 days after Landlord delivers to Tenant adjust the applicable Proposed Purchase Agreement by executing number of Rights, indicating the Proposed Purchase Agreement and returning it to Landlord together with record date for the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with adjustment, and, if known at the giving of noticetime, the passage amount of timethe adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter, or bothbut, would constitute if any Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(h), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a default result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by Tenantsuch holders prior to the date of adjustment, under this Lease either and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Exercise Price) and shall be registered in the names of the holders of record of Rights Certificates on the date Tenant exercises such First Offer Right or on any closing record date specified in the Proposed Purchase Agreement; public announcement. Irrespective of any adjustment or change in the Exercise Price or the number of Preferred Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price per one one-thousandth (c0.001) In of a Preferred Share and the event number of one-thousandths (0.001) of a Preferred Share which were expressed in the initial Rights Certificates issued hereunder. Before taking any action that Tenant does not timely would cause an adjustment reducing the Exercise Price below the par or properly stated value, if any, of the number of one-thousandths (0.001) of a Preferred Share issuable upon exercise of the Rights, the Company shall take any First Offer Right, Landlord corporate action which may, at any time during in the opinion of its counsel, be necessary in order that the Company may validly and legally issue as fully paid and nonassessable shares such number of one-year period following thousandths (0.001) of a Preferred Share at such adjusted Exercise Price. In any case in which this Section 11 shall require that an adjustment in the delivery Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Proposed Purchase Agreement to Tenantnumber of one-thousandths (0.001) of a Preferred Share and other capital stock or securities of the Company, sell if any, issuable upon such exercise over and above the Property to any third party number of one-thousandths (0.001) of a Preferred Share and other capital stock or securities of the Company, if any, issuable upon such exercise on the same or better Key Terms as were set forth basis of the Exercise Price in the Proposed Purchase Agreementeffect prior to such adjustment; provided, however, that the purchase price in any sale Company shall deliver to such holder a third party may be as little as 80% due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional shares (fractional or otherwise) upon the occurrence of the Proposed Purchase event requiring such adjustment. Anything in this Section 11 to the contrary notwithstanding, prior to the Distribution Date, the Company shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred or Common Shares, (ii) issuance wholly for cash of any Preferred or Common Shares at less than the current market price, (iii) issuance wholly for cash of Preferred or Common Shares or securities which by their terms are convertible into or exchangeable for Preferred or Common Shares, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Preferred or Common Shares shall not be taxable to such stockholders. Tenant The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Sections 23, 24 or 27 hereof, take (or permit to be taken) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights. In the event that the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares (by reverse stock split or otherwise) into a smaller number of Common Shares, or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such event, except as otherwise provided in this Section 11(a) and Section 7(e) hereof: (1) each Common Share (or shares of capital stock issued in such reclassification of the Common Shares) outstanding immediately following such time shall have associated with it the number of Rights as were associated with one Common Share immediately prior to the occurrence of the event described in clauses (A)-(D) above; (2) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by multiplying the Exercise Price in effect immediately prior to such time by a continuing right fraction, the numerator of first offer if Landlord desires which shall be the total number of Common Shares outstanding immediately prior to sell the Property event described in clauses (A)-(D) above, and the denominator of which shall be the total number of Common Shares outstanding immediately after such event; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (3) the number of one-thousandths (0.001) of a third party on Key Terms Preferred Share (or shares of such other than capital stock) issuable upon the exercise of each Right outstanding after such event shall equal the number of one-thousandths (0.001) of a Preferred Share (or shares of such other capital stock) as set forth in were issuable with respect to one Right immediately prior to such event. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(n) shall have associated with it the preceding sentencenumber of Rights, exercisable at the Exercise Price and for the number of one-thousandths (0.001) of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(n). If Landlord does not sell an event occurs which would require an adjustment under both this Section 11(n) and Section 11(a)(ii) hereof, the Property adjustment provided for in this Section 11(n) shall be in addition to, and shall be made prior to, any adjustment required pursuant to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offerSection 11(a)(ii) hereof.

Right. During Each of the Term, Tenant Rights outstanding after such adjustment of the number of Rights shall have a continuing "right be exercisable for the number of first offer," in accordance with the terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy one one-thousandths of a proposed purchase agreement pursuant Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the terms nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (Purchase Price by the "Proposed Purchase Agreement")Price in effect immediately after adjustment of the Purchase Price. The Proposed Purchase Agreement Company shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have make a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice public announcement of its election to exercise a First Offer adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right within Certificates have been issued, shall be at least 10 days after Landlord delivers later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to Tenant the applicable Proposed Purchase Agreement by executing the Proposed Purchase Agreement and returning it to Landlord together with the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with the giving of noticethis Section 11(i), the passage Company shall, as promptly as practicable, cause to be distributed to holders of timerecord of Right Certificates on such record date Right Certificates evidencing, or bothsubject to Section 14, would constitute the additional Rights to which such holders shall be entitled as a default result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by Tenantsuch holders prior to the date of adjustment, under this Lease either and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein, and shall be registered in the names of the holders of record of Right Certificates on the date Tenant exercises such First Offer Right or on any closing record date specified in the Proposed Purchase Agreement; (c) In the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, at any time during the one-year period following the delivery of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offerpublic announcement.

Right. During the TermProvided that Tenant is not then in default beyond any applicable cure period, Tenant shall have a the continuing "right to expand described herein throughout the term of first offer," this Lease, as such term may be extended. At any time prior to the end of the ninth (9th) year of the term of this Lease, or at any time prior to the end of the fourth (4th) year of any extension term of this Lease, Tenant may give written notice (the “Expansion Notice”) to Landlord that Tenant desires for Landlord to construct an expansion of the Building on the east side of the Building (“Expansion Land”) as shown on the attached Exhibit “B”, Site Plan according to Tenant’s preliminary plans and specifications, to be prepared by Landlord and agreed to by Tenant, which shall include without limitation Tenant’s desired square footage for expansion. Upon receipt of the Expansion Notice, Landlord shall have the obligation to construct an expansion of the Building up to an additional 286,000 square feet of space in the location shown on Exhibit “B” (the “Expansion Space”). The Expansion Notice shall only be effective if Tenant is the original Tenant under this Lease, and the Guaranty of the original Guarantor is still in full force and effect, and that the net worth of the Guarantor, pursuant to audited financial statements or the Guarantor’s public filings with the SEC, is the same or greater than on the Commencement Date of the Lease. In addition, Tenant expressly acknowledges that Landlord’s present and future lenders, shall not be obligated to build the Expansion Space. Within sixty (60) days after receipt of the Expansion Notice, Landlord shall submit to Tenant, for Tenant’s reasonable review and approval, detailed plans and specifications for the Expansion Space (the “Expansion Plans”) which Expansion Plans shall be consistent, to the extent reasonably feasible, with the plans prepared in accordance with the terms set forth belowdesign criteria for the original Building, Tenant’s preliminary plans and specifications, and subject to purchase the Propertyapproval of all local building authorities. Landlord may only sell shall also provide to Tenant, at the Property to same time as Landlord provides the Expansion Plans, a party other than Tenant as set forth in this Article 27detailed analysis of the Expansion Project Costs, Expansion Rent, and a Project Schedule for Tenant’s review and approval. Landlord may at any time deliver Tenant a copy of a proposed purchase agreement pursuant to Within forty five (45) days from the terms of which Landlord is prepared to sell date the Property Expansion Plans and the Expansion Project Costs have been submitted to Tenant (the "Proposed Purchase Agreement"“Expansion Approval Period”), Tenant shall approve or disapprove the same. “Expansion Project Costs” shall mean all reasonable and customary hard costs, soft costs, finance charges, interest carry, commissions, development and contractor fees and any other indirect costs directly related to the Expansion Space and Expansion Land (exclusive of the cost of the Expansion Land and excluding yield maintenance or breakage fees as a result of financing obtained by Landlord for the Property). The Proposed Purchase Agreement shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject Expansion Project Costs will also include any off-site costs related to the following terms east road pursuant to the Memorandum of Understanding among Suburban Land Reserve, Landlord, Tenant, and conditions: (a) the City of Kansas City, Missouri, dated March 17, 2006, a copy of which is attached hereto as Rider 10. If Tenant shall give has not given Landlord written notice of its election approval of the Expansion Plans or the Expansion Project Costs and Expansion Rent within the Expansion Approval Period, then Tenant shall be deemed to exercise have disapproved the Expansion Plans and the Expansion Project Costs and Expansion Rent, and Expansion Notice shall be deemed revoked by Tenant. If Tenant approves with reservations either the Expansion Plans or the Expansion Project Costs and Expansion Rent, Tenant and Landlord shall use their best efforts to amend the Expansion Plans or otherwise address Tenant’s concerns in a First Offer Right manner satisfactory to each. In the event the parties are unable, despite their best efforts, to agree upon the Expansion Plans or Expansion Project Costs and Expansion Rent within 10 thirty (30) days after of Tenant’s approval with reservations, Tenant may revoke its Expansion Notice and the parties are relieved of further obligations with respect to the Expansion Space. In the event Tenant approves the Expansion Plans and Expansion Project Costs and Expansion Rent, Landlord delivers shall cause the Expansion Space to Tenant the applicable Proposed Purchase Agreement by executing the Proposed Purchase Agreement and returning it to Landlord together be Substantially Completed in accordance with the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with Project Schedule to be mutually agreed to by Landlord and Tenant. The lease term for the giving of notice, the passage of time, or both, would constitute a default by Tenant, under this Lease either Expansion Space shall commence on the date Tenant exercises such First Offer Right or on any closing date specified in upon which the Proposed Purchase Agreement; Expansion Space is substantially complete, and shall be for a minimum of ten (c10) In years (the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, at any time during “Expansion Space Lease Term”). If the one-year period following the delivery remaining lease term of the Proposed Purchase Agreement original Building is less than ten (10) years at the time the Expansion Space is delivered, then the lease term of the Building shall be extended to Tenant, sell be coterminous with the Property Expansion Space Lease Term (the “New Lease Term”). The Options to any third party on the same or better Key Terms as were Renew set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale Article 17 above shall be re-set to such a third party may be as little as 80% commence upon termination of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offerNew Lease Term.

Right. During Each of the Term, Tenant Rights outstanding after such adjustment of the number of Rights shall have a continuing "right be exercisable for the number of first offer," in accordance with the terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy one-thousandths of a proposed purchase agreement pursuant Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the terms nearest one hundred-thousandth) obtained by dividing the Exercise Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (Exercise Price by the "Proposed Purchase Agreement")Exercise Price in effect immediately after adjustment of the Exercise Price. The Proposed Purchase Agreement Company shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have make a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice public announcement of its election to exercise a First Offer Right within 10 days after Landlord delivers to Tenant adjust the applicable Proposed Purchase Agreement by executing number of Rights, indicating the Proposed Purchase Agreement and returning it to Landlord together with record date for the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with adjustment, and, if known at the giving of noticetime, the passage amount of timethe adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter, or bothbut, would constitute if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(h), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a default result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by Tenantsuch holders prior to the date of adjustment, under this Lease either and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Exercise Price) and shall be registered in the names of the holders of record of Rights Certificates on the date Tenant exercises such First Offer Right or on any closing record date specified in the Proposed Purchase Agreement; (c) In the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, at any time during the one-year period following the delivery of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offerpublic announcement.

Right. During Each of the Term, Tenant Rights outstanding after such adjustment of the number of Rights shall have a continuing "right be exercisable for the number of first offer," in accordance with the terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy one one-thousandths of a proposed purchase agreement pursuant share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the terms nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (Purchase Price by the "Proposed Purchase Agreement")Price in effect immediately after adjustment of the Purchase Price. The Proposed Purchase Agreement Company shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have make a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice public announcement of its election to exercise a First Offer adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right within Certificates have been issued, shall be at least 10 days after Landlord delivers later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to Tenant the applicable Proposed Purchase Agreement by executing the Proposed Purchase Agreement and returning it to Landlord together with the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with the giving of noticethis Section 11(i), the passage Company may, as promptly as practicable, cause to be distributed to holders of timerecord of Right Certificates on such record date Right Certificates evidencing, or bothsubject to Section 14 hereof, would constitute the additional Rights to which such holders shall be entitled as a default result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by Tenantsuch holders prior to the date of adjustment, under this Lease either and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and shall be registered in the names of the holders of record of Right Certificates on the date Tenant exercises such First Offer Right or on any closing record date specified in the Proposed Purchase Agreement; (c) In the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, at any time during the one-year period following the delivery of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offerpublic announcement.

Right. During Each of the Term, Tenant Rights outstanding after the adjustment in the number of Rights shall have a continuing "right be exercisable for the number of first offer," in accordance with the terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy one one-hundredths of a proposed purchase agreement pursuant share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the terms nearest one- ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (Purchase Price by the "Proposed Purchase Agreement")Price in effect immediately after adjustment of the Purchase Price. The Proposed Purchase Agreement Company shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have make a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice public announcement of its election to exercise a First Offer Right within 10 days after Landlord delivers to Tenant adjust the applicable Proposed Purchase Agreement by executing number of Rights, indicating the Proposed Purchase Agreement and returning it to Landlord together with record date for the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with adjustment, and, if known at the giving of noticetime, the passage amount of timethe adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned or bothinitialed in the manner provided for herein (and may bear, would constitute a default by Tenantat the option of the Company, under this Lease either the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the date Tenant exercises such First Offer Right or on any closing record date specified in the Proposed Purchase Agreement; (c) In the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, at any time during the one-year period following the delivery of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offerpublic announcement.

Right. During Each of the Term, Tenant shall have a continuing "right Rights outstanding after such adjustment of first offer," in accordance with the terms set forth below, to purchase number of Rights will be exercisable for the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy number of one one-hundredths of a proposed purchase agreement pursuant Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights will become that number of Rights (calculated to the terms nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (Purchase Price by the "Proposed Purchase Agreement")Price in effect immediately after adjustment of the Purchase Price. The Proposed Purchase Agreement shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have Company will make a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice public announcement of its election to exercise a First Offer Right within 10 days after Landlord delivers to Tenant adjust the applicable Proposed Purchase Agreement by executing number of Rights, indicating the Proposed Purchase Agreement and returning it to Landlord together with record date for the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with adjustment, and, if known at the giving of noticetime, the passage amount of timethe adjustment to be made. Such record date may be the date on which the Purchase Price is adjusted or any day thereafter, or bothbut, would constitute if the Right Certificates have been issued, will be at least 10 calendar days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company will, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to the provisions of Section 14, the additional Rights to which such holders are entitled as a default result of such adjustment, or, at the option of the Company, will cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by Tenantsuch holders prior to the date of adjustment, under this Lease either and upon surrender thereof if required by the Company, new Right Certificates evidencing all the Rights to which such holders are entitled after such adjustment. Right Certificates so to be distributed will be issued, executed, and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and will be registered in the names 36 40 of the holders of record of Right Certificates on the date Tenant exercises such First Offer Right or on any closing record date specified in the Proposed Purchase Agreement;public announcement. (cj) Without respect to any adjustment or change in the Purchase Price and/or the number and/or kind of securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number and kind of securities which were expressed in the initial Right Certificate issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares or below the then par value, if any, of any other securities of the Company issuable upon exercise of the Rights, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares or such other securities, as the case may be, at such adjusted Purchase Price. (l) In any case in which this Section 11 otherwise requires that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Preferred Shares or other securities of the Company, if any, issuable upon such exercise over and above the number of Preferred Shares or other securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the Company delivers to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive such additional Preferred Shares or other securities upon the occurrence of the event requiring such adjustment. (m) Notwithstanding anything in this Agreement to the contrary, the Company will be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that in its good faith judgment the Board of Directors of the Company determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Shares, (ii) issuance wholly for cash of Preferred Shares at less than the current per share market price therefor, (iii) issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, (iv) stock dividends, or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Preferred Shares is not taxable to such shareholders. (n) Notwithstanding anything in this Agreement to the contrary, in the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, the Company at any time during after the one-year period Record Date prior to the Distribution Date (i) pays a dividend on the outstanding Common Shares payable in Common Shares, (ii) subdivides the outstanding Common Shares, (iii) combines the outstanding Common Shares into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), the number of Rights associated with each Common Share then outstanding, or issued or delivered thereafter but prior to the Distribution Date, will be proportionately adjusted so that the number of Rights thereafter associated with each Common Share following any such event equals the result obtained by multiplying the 38 42 number of Rights associated with each Common Share immediately prior to such event by a fraction the numerator of which is the total number of Common Shares outstanding immediately prior to the occurrence of the event and the denominator of which is the total number of Common Shares outstanding immediately following the delivery occurrence of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth such event. The adjustments provided for in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to this Section 11(n) will be made successively whenever such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have dividend is paid or such a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described abovesubdivision, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offercombination or reclassification is effected.

Right. During Each of the Term, Tenant Rights outstanding after such adjustment of the number of Rights shall have a continuing "right be exercisable for the number of first offer," in accordance with the terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy one one-hundredths of a proposed purchase agreement pursuant Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the terms nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of which Landlord is prepared to sell the Property to Tenant (purchase Price by the "Proposed Purchase Agreement")Price in effect immediately after adjustment of the Purchase Price. The Proposed Purchase Agreement Company shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of ▇▇▇▇▇▇▇ money; and (iii) the availability (if any) of purchase money financing to be provided by Landlord. Tenant shall thereupon have make a right (a "First Offer Right") to purchase the Property on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right is granted subject to the following terms and conditions: (a) Tenant shall give Landlord written notice public announcement of its election to exercise a First Offer Right within adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least 10 days after Landlord delivers later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to Tenant the applicable Proposed Purchase Agreement by executing the Proposed Purchase Agreement and returning it to Landlord together with the required ▇▇▇▇▇▇▇ money deposit; (b) Tenant is not in default nor has any event occurred which with the giving of noticethis Section 11(i), the passage Company shall, as promptly as practicable, cause to be distributed to holders of timerecord of Rights Certificates on such record date Rights Certificates evidencing, or bothsubject to Section 14 hereof, would constitute the additional Rights to which such holders shall be entitled as a default result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by Tenantsuch holders prior to the date of adjustment, under this Lease either and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and shall be registered in the names of the holders of record of Rights Certificates on the date Tenant exercises such First Offer Right or on any closing record date specified in the Proposed Purchase Agreement;public announcement. (cj) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a Preferred Share issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of one one-hundredths of a Preferred Share which were expressed in the initial Rights Certificates issued hereunder, without prejudice to the validity of such Rights Certificate(s) or the application of the provisions hereof. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event that Tenant does not timely or properly exercise the issuing to the holder of any First Offer Right, Landlord may, at any time during the one-year period following the delivery Right exercised after such record date of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same Preferred Shares and other capital stock or better Key Terms as were set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% securities of the Proposed Purchase Price. Tenant shall have a continuing right of first offer Company, if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described aboveany, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offer.issuable upon such exercise over and above the