Common use of First Refusal Right Clause in Contracts

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice.

First Refusal Right. If any Holder desires (a) The First Refusal Premises are presently leased to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(canother tenant, Omnicell, Inc. (“Omnicell”), such Holder (the "Transferring Holder") under a lease presently scheduled to expire in August 2011. Landlord shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase not lease all or any portion of the Executive Securities specified First Refusal Premises at any time during the term of this Lease (including any extended term, if applicable), except in compliance with this Section 1.4; provided, however, that the Offer Notice at the price foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and on the terms specified therein by delivering written notice of such election cure periods; provided further, that Tenant’s rights pursuant to this Section 1.4 are subordinate to the Transferring Holder rights of Omnicell and its successors in interest (if any) pursuant to Omniceirs lease presently in effect and as soon amended from time to time (the “Omnicell Lease”), including (without limitation) the two-year renewal right existing in favor of Omnicell under the Omnicell Lease as practical, but in any event within thirty (30) days following the delivery of the Offer Notice Lease Commencement Date (all such superior rights described in this proviso being hereinafter collectively referred to as “Omnicell Rights”); provided further, that if Tenant fails to timely and effectively exercise its expansion option with respect to the "Company Offer Period")2025 Expansion Premises under Section 1.3 above, then Tenant’s rights under this Section 1.4 shall expire as of May 1, 2009 and shall thereafter be of no further force or effect; and provided further, that Tenant’s rights pursuant to this Section 1.4 are personal to Tenant, and may not be exercised (except with Landlord’s prior written consent, in Landlord’s sole discretion) by any assignee of Tenant’s interest under this Lease or by any subtenant. (iib) If If, at any time during the Company has term of this Lease (including any extended term, if applicable), Landlord receives and wishes to accept a bona fide written offer from a person or entity (an “Offeror,” provided, however, that the term “Offeror” shall not elected include Omnicell or any successor in interest with respect to purchase all of any rights or negotiations under the Executive Securities within the Company Offer Period, then CHS may elect Omnicell Lease or with respect to purchase any other Omnicell Rights) to lease all or any portion of the Executive Securities First Refusal Premises and if Tenant is not elected then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such bona fide written offer to be purchased by Tenant (the Company at “First Refusal Notice”), specifying the price material terms on which the Offeror proposes to lease the First Refusal Premises or applicable portion thereof (the “Offered Space”), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in the Offer First Refusal Notice. For purposes of this Section 1.4(b), an offer shall be considered bona fide if it is contained in a letter of intent, terms sheet or other writing signed by the Offeror and specifies the material terms of the proposed lease. Tenant shall have five (5) business days after the date of giving of the First Refusal Notice in which to accept such offer by delivering written notice of to Landlord. Upon such election acceptance by Tenant, the Offered Space shall be leased to Tenant on the terms set forth in the First Refusal Notice and on the additional terms and provisions set forth in this Lease (except to the Transferring Holder as soon as practicalextent inconsistent with the terms set forth in the First Refusal Notice), but and the parties shall promptly (and in any event all events within sixty twenty (6020) days following the after delivery of Tenant’s acceptance) execute a lease amendment or other written agreement incorporating and implementing the Offer Noticeterms of Tenant’s leasing of the Offered Space in accordance with this subparagraph (b). If Tenant does not accept Landlord’s offer within the Company and/or CHS have elected allotted time or if the parties fail to purchase all enter into such a lease amendment or any of other written agreement within the Executive Securities offered by the Transferring Holderrequired time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or other written agreement, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder provided that neither party shall be entitled to receive customary representations and warranties as to ownershipinvoke its own lack of good faith, titlediligent efforts, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waiversif applicable, as may reasonably a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the Offered Space to the Offeror or to any other third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the First Refusal Notice, at a minimum rental and on other terms and conditions not materially more favorable to the lessee than the minimum rental and other terms offered to Tenant in the First Refusal Notice. If, in the course of negotiations with the Offeror or another third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the First Refusal Notice in a manner materially more favorable to the Offeror or other third party than the minimum rental or other terms set forth in the First Refusal Notice, then Landlord shall be necessary required to effect re-offer the purchase Offered Space to Tenant on such more favorable terms pursuant to a new First Refusal Notice. For purposes of the Executive Securities offered preceding two sentences, a variance of less than five percent (5%) in the Offer amount of minimum or base NNN rent payments shall not be deemed materially more favorable to the Offeror than the terms set forth in the First Refusal Notice. If Landlord does not lease the Offered Space to the Offeror or another third party during the 180-day period described above, or if Landlord leases the Offered Space to the Offeror or another third party and Landlord later, upon expiration or termination of such lease, again wishes to lease the Offered Space or any portion thereof during the term of this Lease (including any extended terms, if applicable), then in either such event this first refusal right shall reattach to the Offered Space on all of the same terms set forth above.

First Refusal Right. If If, at any Holder desires time during the term of this Lease, Landlord receives and wishes to Transfer any Executive Securities accept a bona fide, written offer from a person or entity other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder Tenant (the "Transferring Holder") shall deliver a written notice (the "Offer Notice"“Offeror”) to purchase the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity Site or either or both of the proposed transferee(s) (includingFirst Refusal Buildings, without limitationand if Tenant is not then in default under this Lease, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and Landlord shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering give written notice of such election offer to Tenant, specifying the Transferring Holder as soon as practical, but in any event within thirty (30) days following material terms on which the delivery of the Offer Notice Offeror proposes to purchase such building or specified portion thereof (the "Company Offer Period"“Offered Property”). (ii) If , and shall offer to Tenant the Company has not elected opportunity to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and Offered Property on the terms specified in Landlord’s notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offer Notice Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by delivering Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord’s notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord’s said notice and such election other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Transferring Holder as soon as practicalOfferor, but in at any event time within sixty one hundred eighty (60180) days following after Tenant’s failure to accept Landlord’s offer, at a price and on other terms and conditions not more favorable to the delivery Offeror than the price and other terms of the Offer Noticeoriginal offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities Offered Property to the Company or CHSOfferor within one hundred eighty (180) days, as this First Refusal Right shall reattach to the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer NoticeOffered Property.

First Refusal Right. If If, at any Holder desires time during the term of this Lease after the expiration of any and all available Lock-Up Periods, Landlord receives and wishes to Transfer any Executive Securities accept a bona fide written offer from a person or entity other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder Tenant (the "Transferring Holder") shall deliver a written notice (the "Offer Notice"“Offeror”) to purchase the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (includingSite, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of thereof containing the Executive Securities specified Initial Building, the Expansion Building or both, and if Tenant is not then in the Offer Notice at the price and on the terms specified therein by delivering default under this Lease, Landlord shall give written notice of such election offer to Tenant, specifying the Transferring Holder as soon as practical, but in any event within thirty (30) days following material terms on which the delivery of Offeror proposes to purchase the Offer Notice Site or specified portion thereof (the "Company Offer Period"“Offered Property”). (ii) If , and shall offer to Tenant the Company has not elected opportunity to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and Offered Property on the terms specified in Landlord’s notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offer Notice Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by delivering Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord’s notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord’s said notice and such election other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Transferring Holder as soon as practicalOfferor, but in at any event time within sixty one hundred eighty (60180) days following after Tenant’s failure to accept Landlord’s offer, at a price and on other terms and conditions not more favorable to the delivery Offeror than the price and other terms of the Offer Noticeoriginal offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities Offered Property to the Company or CHSOfferor within one hundred eighty (180) days, as this First Refusal Right shall reattach to the case may beOffered Property. Tenant’s failure, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such saleif any, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Noticeexercise any or all Lock-Up Options shall not affect Tenant’s First Refusal Right under this Section 7.2.

First Refusal Right. If If, at any Holder desires time during the term of the respective Building Leases, Landlord receives and wishes to Transfer any Executive Securities other than in accept a bona fide written offer from a person or entity (an Exempt Transaction or a transaction pursuant to Section 6(c)“Offeror,” provided, such Holder (however, that the "Transferring Holder") term “Offeror” shall deliver a written notice (the "Offer Notice"not include Tenant itself) to the Company purchase one or more Buildings covered by such respective Building Leases, and CHS. The Offer Notice shall disclose in reasonable detail the identity if Tenant’s rights under this Section have not become unexercisable or ineffective or expired for any of the proposed transferee(s) (includingreasons specified in the introductory paragraph of this Section, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and then Landlord shall include first provide a true and correct complete copy of the bona fide written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder Tenant (a “First Refusal Notice”), which offer shall contain all of the Offer material terms on which the Offeror proposes to purchase the applicable Building(s) (the “Offered Building(s)”), and Landlord shall offer Tenant the opportunity to purchase the Offered Building(s) on the terms specified in the First Refusal Notice. Tenant shall have twenty (20) business days after Tenant’s receipt of the First Refusal Notice in which to accept such offer by written notice to Landlord, which notice shall create be accompanied by any “▇▇▇▇▇▇▇ money” deposit or similar deposit required under the following two terms of the First Refusal Notice. In the event Landlord receives and wishes to accept any material revisions to the bona fide offer within such twenty (220) options:business day period, Landlord shall provide a complete copy of the revised bona fide written offer to Tenant, which offer shall contain all of the material terms on which the Offeror proposes to purchase the applicable Building(s), and the twenty (20) business day period described above shall be extended by an additional five (5) business days for Tenant to consider such revised offer. (i) FirstUpon such acceptance by Tenant, the Board, acting in good faith, may elect to cause the Company Tenant shall be obligated to purchase all or any portion of and Landlord shall be obligated to sell the Executive Securities specified Offered Building(s) on the terms set forth in the Offer Notice at First Refusal Notice, on the price additional terms and provisions set forth in this Section and not inconsistent with the First Refusal Notice, and on the additional terms specified therein by delivering written notice of such election set forth in a definitive agreement to be negotiated to the Transferring Holder as soon as practical, but in any event mutual satisfaction of the parties and mutually executed within thirty (30) days following the delivery after Tenant’s exercise of the Offer First Refusal Right (which definitive agreement shall be consistent with the First Refusal Notice (and the "Company Offer Period"requirements of this Section and shall otherwise contain reasonable and customary provisions, mutually acceptable to the parties, covering matters such as closing conditions and logistics, allocation of risk of loss, liquidated damages in the event of default by Tenant, etc.), which obligations shall be firm, unconditional and irrevocable except as expressly provided herein. (ii) If Tenant does not deliver a written acceptance of Landlord’s offer and an accompanying deposit (if applicable) within the Company has allotted time, Tenant shall be deemed not elected to purchase all have accepted such offer and Landlord shall thereafter have the right to sell the Offered Building(s) to the Offeror, at any time within one hundred eighty (180) days thereafter, on terms and conditions not materially more favorable to the Offeror than those set forth in the First Refusal Notice. For purposes of the Executive Securities within preceding sentence, the Company Offer Periodfollowing shall not be deemed to be a change in terms materially more favorable to the Offeror which would cause a reinstatement of Tenant’s rights with respect to the Offered Building(s): (A) extensions of time to effect due diligence, cure defects or objections of any kind, or effect closing of a sale which do not exceed, in the aggregate, ninety (90) days; or (B) any reduction in price resulting from bona fide substantiated written due diligence objections of the Offeror if the aggregate reduction in price from all such matters is less than five percent (5%) of the specified purchase price. Landlord shall promptly provide Tenant with written evidence substantiating the basis for any proposed change in the terms of sale pursuant to clause (A) or clause (B) in the preceding sentence. If Landlord intends to accept a reduction in the purchase price in excess of that set forth in the preceding clause (B), then CHS may Landlord shall give Tenant written notice thereof, including all correspondence and other written evidence substantiating the due diligence objections raised by the Offeror, and Tenant shall have five (5) business days after receipt of such notice to elect to purchase all or any portion the Offered Building(s) on the same terms set forth in the First Refusal Notice but with the purchase price modified as disclosed in said notice to Tenant. If Tenant does not give written notice of its election to purchase within such five (5) business day period, then Landlord may proceed to effect the Executive Securities sale to the Offeror at a price not elected less than that disclosed in said notice to be purchased by the Company at the price Tenant and otherwise on the terms specified and conditions set out in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer First Refusal Notice. If Landlord does not sell the Company and/or CHS have elected Offered Building(s) to purchase all the Offeror pursuant to this subparagraph within such 180-day period, or if Landlord desires to sell any of the Executive Securities offered by the Transferring HolderOffered Building(s) to another third party or on more favorable terms during such 180-day period, the Transfer of such Executive Securities to the Company then this First Refusal Right shall reattach or CHSapply, as the case may be, on all the same terms set forth above. If Landlord sells the Offered Building(s) to the Offeror within such 180-day period, this First Refusal Right shall expire and be consummated of no further force or effect with respect to the Offered Building(s) transferred by the Landlord to the Offeror, but shall remain in effect as soon as practical after the delivery to any of the election notices, but in any event within thirty (30) days following the expiration Buildings that were not part of the Election PeriodOffered Building(s) transferred by the Landlord to the Offeror. Subject Any sales contract with an Offeror shall indicate that the Offeror’s rights under such sales contract are subordinate to Tenant’s rights under this Section. (iii) The right of first refusal provided in this Section 5 hereof7(a) shall not apply to any transaction by Landlord consisting of a capital reorganization or reclassification of the capital stock or membership interests of Landlord, the Company and/or CHS shall pay for consolidation or merger of Landlord with another entity in which Landlord is not the Executive Securities offered by surviving entity, the Transferring Holder by delivery sale of a cashier's check all or wire substantially all of Landlord’s assets to another entity; or the transfer of immediately available fundsall of the Buildings to an entity controlling, controlled by or under common control with Landlord; provided that the rights conferred hereunder shall survive any such transaction and shall apply to subsequent bona fide transactions with respect to the Buildings or the Center. The purchasers of Executive Securities offered in the Offer Notice successor-in-interest to Landlord’s rights and obligations hereunder shall be entitled assume by written instrument executed and delivered to receive customary representations and warranties as Tenant Landlord’s obligations to ownership, title, authority honor Tenant’s rights with respect to sell and any such subsequent offer for one or more Buildings or the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer NoticeCenter.

First Refusal Right. If Sublessor hereby grants to Sublessee, in accordance with the terms of this Section 14.13, a right of first refusal to sublease any Holder space on the 9th floor of the Building that Sublessor desires to Transfer sublease to any Executive Securities other than in an Exempt Transaction third party at any time during the Sublease Term. If Sublessor makes or receives a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written definitive offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or sublease any portion of the Executive Securities specified 9th floor to any third party, prior to entering into such sublease, Sublessor shall offer (the "First Refusal Offer") to add such space to this Sublease for a term expiring on the same date as the Sublease Term hereunder but at such rental rate (taking into account all inducements and discounts) as Sublessor intends to sublease the space to such third party. Sublessor shall promptly deliver to Sublessee written notice of any such offer made to or received from a third party (including all material terms and conditions thereof), and Sublessee shall have ten (10) days within which to accept Sublessor's First Refusal Offer in the writing. If Sublessee does not accept Sublessor's First Refusal Offer Notice within said 10-day period, then Sublessor shall be entitled to enter into a sublease with such third party at the price and any time within 90 days thereafter on the terms specified therein by delivering written notice quoted in the First Refusal Offer; and if Sublessor does not so enter into such a sublease with such third party, then Sublessee's first refusal right shall again be applicable in respect of such election space. Sublessee's failure to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected exercise its first refusal right hereunder with respect to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities 9th floor shall not elected affect or limit Sublessee's first refusal right with respect to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery other portion of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice9th floor.

First Refusal Right. If 21.1 Subject to the Lessee’s full compliance with all the terms provided herein and without any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(coccurrence of the Event of Default during the Lease Term and/or Extended Lease Term (including their date of expiration), such Holder the Lessor hereby grants to the Lessee a non-assignable and non-transferable right to purchase all, but not less than all, of the Leased Facilities during the Lease Term and/or Extended Lease Term (unless is earlier terminated) in the "Transferring Holder") shall deliver event that the Lessor determines to sell the Leased Facilities. The Lessor will provide the Lessee a written notice (the "Offer “First Refusal Right Notice"”) to indicating the Company price and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed other terms and conditions for such sale (the “Offered Purchase”), and the Lessee shall irrevocably respond to the Lessor in writing within fifteen (15) business days of the Transfer Lessor’s notice ensuring the Lessee’s decision to buy accordingly. Failure to respond the Lessor in accordance with the aforesaid shall be deemed that the Lessee has elected not to exercise such rights and Lessee’s first refusal rights provided under this Article 21 shall be deemed waived and immediately expire. The Lessor shall have no obligation to sell any other material information reasonably requested Leased Facilities to the Lessee unless and until all of the Leased Facilities shall be purchased and paid by the Board or CHS Lessee on the equivalent terms and shall include a true and correct copy conditions offered by the Offered Purchase. It is expressly understood by the parties hereto that any purchase hereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, on the part of the written offer Lessor and that the Lessor sells the Leased Facilities hereunder on a “AS IS,” “WHERE IS” basis. 21.2 If the Lessee elects not to purchase Executive Securities received by him. The delivery by the Transferring Holder of Leased Facilities according to Article 21.1, then Lessor shall have the Offer Notice shall create right to sell to the following two (2) options: (i) First, Leased Facilities on the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities terms and conditions specified in the Offer Notice at First Refusal Right Notice. Lessee’s right provided in this Article shall not apply to any sublessee or assignee unless agreed by the price and on Lessor in writing. The Parties agree to have the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected Agreement to be purchased notarized by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered public notary institutions chose by the Transferring HolderParties, the Transfer cost of such Executive Securities to the Company or CHS, as the case may be, which shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered shared by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer NoticeParties 50-50.

First Refusal Right. If If, at any Holder desires time during the term of this Lease ------------------- after the expiration of any and all available Lock-Up Periods, Landlord receives and wishes to Transfer any Executive Securities accept a bona fide written offer from a person or entity other --------- than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder Tenant (the "Transferring Holder") shall deliver a written notice (the "Offer NoticeOfferor") to purchase the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (includingSite, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of thereof containing the Executive Securities specified Initial Building, the Expansion Building or both, and if Tenant is not then in the Offer Notice at the price and on the terms specified therein by delivering default under this Lease, Landlord shall give written notice of such election offer to Tenant, specifying the Transferring Holder as soon as practical, but in any event within thirty (30) days following material terms on which the delivery of Offeror proposes to purchase the Offer Notice Site or specified portion thereof (the "Company Offer PeriodOffered Property"). (ii) If , and shall offer to Tenant the Company has not elected opportunity to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and Offered Property on the terms specified in Landlord's notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by --------- the Offer Notice Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by delivering Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord's said notice and such election other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord's offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Transferring Holder as soon as practicalOfferor, but in at any event time within sixty one hundred eighty (60180) days following after Tenant's failure to accept Landlord's offer, at a price and on other terms and conditions not more favorable to the delivery Offeror than the price and other terms of the Offer Noticeoriginal offer specified in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not sell the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities Offered Property to the Company or CHSOfferor within one hundred eighty (180) days, as this First Refusal Right shall reattach to the case may beOffered Property. Tenant's failure, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such saleif any, to require the Holderexercise any or all Lock-Up Options shall not affect Tenant's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer NoticeFirst Refusal Right under this Section 7.2.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than So long as this Lease is in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company full force and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount effect and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) optionsTenant: (i) FirstIs occupying and doing business from the Demised Premises at the time the election is exercised; and (ii) Is not in default under the Lease either at the time of the election or at the effective date thereof; and (iii) has maintained a history of payments within the applicable grace period, if any, provided under the BoardLease; Landlord agrees that prior to renting Suit▇ ▇▇▇, acting ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ the same is more fully identified on Exhibit E, attached hereto and incorporated herein (the "First Refusal Space"), Landlord will submit to Tenant a copy of the unexecuted proposed Lease or a summary of the business and economic term of the Lease which the Landlord is willing to accept from the third party (the "Offered Lease"). On or before the fifth (5th) business day after the Tenant's receipt of such notice, Tenant will have the right (the "First Refusal Right") to send Landlord a notice stating Tenant elects to rent the applicable First Refusal Space upon the identical terms and conditions set forth in good faiththe Offered Lease. To be timely, may elect such notice must be postmarked within the five (5) business day period. If Tenant timely exercises the First Refusal Right, Landlord and Tenant will promptly enter into a lease or lease amendment agreement for the applicable First Refusal Space (the "New Lease") on the Offered Lease terms. If for any reason Tenant fails to cause timely exercise the Company First Refusal Right, or if Tenant properly exercises it but thereafter for any reason (except for delays caused by the Landlord) does not execute the New Lease within five business days after its submission to purchase Tenant, Landlord will be free to rent all or any portion of the Executive Securities specified in First Refusal Space to any other prospective tenant and the Offer Notice at First Refusal Right will be null and void without further force and effect throughout the price remainder of the Term of this Lease or its extensions, modifications or amendments thereof with respect to the entire First Refusal Space, whether or not the entire First Refusal Space was included as part of the New Lease. Additionally, if Tenant exercises the First Refusal Right, but then fails to timely execute the New Lease, and on should the previously-interested third party tenant no longer be willing to sign the Offered Lease, then Tenant shall be liable for any and all rental obligations due Landlord under the terms specified therein of the New Lease. Notwithstanding any contrary provisions hereof: (a) the New Lease must (i) be guaranteed by delivering written notice the guarantor(s) of such election this Lease, if any, upon a guaranty form which is identical to the Transferring Holder as soon as practicalguaranty form applicable to this Lease, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). and (ii) If stipulate that any default by Tenant thereunder will be deemed to constitute a like default under this Lease ; (b) Tenant agrees that any default by it under this Lease will be deemed to constitute a like default under the Company has New Lease; and (c) this Right of First Refusal is transferrable to any assignee or purchaser of CMSI but may not elected be assigned or transferred to purchase all any sublessee of CMSI. Notwithstanding any of the Executive Securities within foregoing to the Company Offer Periodcontrary, then CHS may elect Tenant's right to purchase all exercise this First Refusal Right shall be subject and subordinate to the right of Innovative System Developers, Inc. to suite 310 and suite 318 and to any other existing rights of refusal, offer, expansion or renewal previously granted to any portion current tenant of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practicalBuilding, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of their successors, sublessees or assigns for the Executive Securities offered by First Refusal Space. Tenant acknowledges and agrees that notwithstanding the Transferring Holder, the Transfer of such Executive Securities fact that Tenant may properly exercise its rights with respect to the Company or CHSFirst Refusal Space, as the case may be, Tenant's right to exercise its First Refusal Right shall be consummated null and void if any current tenant in the Building, or any of their successors, sublessees or assigns exercises any rights previously granted to them with respect to the First Refusal Space. In such event, neither Landlord nor Tenant shall have any liabilities to the other party as soon as practical after the delivery a result of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations First Refusal Right becoming null and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Noticevoid.

First Refusal Right. If any Holder Tenant shall have a continuing right of first refusal (a “First Refusal Right”) to lease Rentable Area on the third (3rd) floor of the Building that is or becomes vacant and available for lease during the initial Term and is comprised of at least 5,000 square feet but not more than 10,000 square feet (the “First Refusal Space”). Tenant’s First Refusal Right shall be triggered by Landlord’s receipt of a bona fide offer to lease the First Refusal Space that Landlord desires to Transfer any Executive Securities other than in an Exempt Transaction accept or a transaction pursuant bona fide third party offer that Landlord desires to Section 6(cmake (in either case, a “Bona Fide Offer”). Upon receipt of such Bona Fide Offer, such Holder (the "Transferring Holder") Landlord shall deliver a written provide notice (the "Offer “Landlord’s Lease Notice"”) to Tenant of such receipt together with the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer Bona Fide Offer. Tenant shall have five (5) business days after Tenant’s receipt of Landlord’s Lease Notice to exercise its First Refusal Right. If Tenant does not deliver its notice of intent to lease the First Refusal Space within five (5) business days after Tenant’s receipt of Landlord’s Lease Notice, then Tenant’s First Refusal Right will lapse and be of no further force and effect (unless and until again effective pursuant to this Section) and Landlord may lease the First Refusal Space to a third party on the same or any other material information reasonably requested by terms and conditions, not materially more favorable to the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified third party tenant than as set forth in the Bona Fide Offer Notice at accompanying Landlord’s Lease Notice; provided, however, that if the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected rent to be purchased paid by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay party for the Executive Securities offered by First Refusal Space is over five percent (5%) less (“Lower Rent”) than the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities rent initially offered in the Bona Fide Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownershipaccompanying Landlord’s Lease Notice, title, authority to sell and or the like from the Holder regarding terms of such sale, to require the Holder's signature third party’s lease are to be guaranteed and otherwise materially more favorable to receive the third party than as set forth in the Bona Fide Offer accompanying Landlord’s Lease Notice, Landlord shall offer the First Refusal Space to Tenant at the Lower Rent or on such other evidencefavorable terms in accordance with the procedure contained in this Article 33 before leasing the First Refusal Space to such third party, including applicable inheritance and estate tax waivers, as may reasonably be necessary provided that Tenant shall deliver its notice of intent to effect lease the purchase First Refusal Space at such Lower Rent or on such other favorable terms within three (3) business days after Tenant’s receipt of Landlord’s notice. Time is of the Executive Securities offered in essence with respect to the Offer Noticeprovisions of this Article 33.

First Refusal Right. If any Holder desires (a) Following expiration of Tenant's right to Transfer any Executive Securities other than in an Exempt Transaction add part or a transaction all of the Option Space to the Premises pursuant to Section 6(c)l.l(c) hereof, if Tenant has not elected to exercise such Holder (right in whole or in part. Landlord shall not thereafter lease all or any part of the "Transferring Holder") shall deliver a written notice (the "Offer Notice") Option Space that has not already been added to the Company and CHS. The Offer Notice Premises at any time during the term of this Lease, except in compliance with this Section 1.3; provided, however, that the foregoing restriction shall disclose not apply during any period in reasonable detail the identity of the proposed transferee(s) which Tenant is in material default, beyond say applicable cure periods, under this Lease (including, without limitation, all parties holding controlling interests any "event of default," as that term is defined in such proposed transfereeSection 16.1, will be considered a material default), . (b) If Landlord during the proposed number, amount and type term of Executive Securities to be transferred and the proposed terms and conditions this Lease (after expiration of the Transfer and any other material information reasonably requested by the Board or CHS and shall include Tenant's rights under Section l.l(c) hereof) receives a true and correct copy of the bona fide written offer from a prospective tenant to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase lease all or any portion of the Executive Securities specified Option Space, and if Tenant is not then in the Offer Notice at the price and on the terms specified therein by delivering default (beyond any applicable cure periods) under this Lease, Landlord shall first give written notice of such election offer to Tenant, attaching a copy of the written offer and specifying (to the Transferring Holder as soon as practical, but extent not set forth in any event within thirty (30such offer) days following the delivery of material terms on which Landlord proposes to lease the Offer Notice Option Space or portion thereof (the "Company Offer PeriodOffered Space"). (ii) If , and shall offer to Tenant the Company has not elected opportunity to purchase all of lease the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and Offered Space on the terms specified in Landlord's notice and in the Offer Notice written third-party offer. Tenant shall have five (5) business days after the date of giving of such notice by delivering Landlord in which to accept such offer by written notice of to Landlord. Upon such election acceptance by Tenant, the Offered Space shall be leased to Tenant oh the terms set forth in Landlord's notice and in the written third-party offer, and on the additional terms and provisions set forth herein (except to the Transferring Holder as soon as practicalextent inconsistent with the terms set forth in Landlord's said notice and in said written offer), but in and the parties shall promptly execute an amendment to (this Lease adding the Offered Space to the Premises and making any event appropriate amendments to provisions of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice and of said written offer. If Tenant does not accept Landlord's offer within sixty the allotted time. Landlord shall thereafter have the right to lease the Offered Space to the third parry which submitted the bona fide written offer at any time within one hundred eighty (60180) days following after Tenant's failure to accept Landlord's offer, at a minimum rental and on other tarns and conditions not more favorable to the delivery of lessee than the Offer Noticeminimum rental and other-terms offered to Tenant in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not lease the Company and/or CHS have elected Offered Space to purchase all such third parry within one hundred eighty (180) days, this First Right of Refusal shall reattach to that space. For purposes of this Section 1.3(b), a "bona fide written offer" shall mean a terms sheet, letter of intent or any other written statement of the Executive Securities offered proposed lease terms that has been signed by the Transferring Holderprospective lessee or by its authorized agent, the Transfer even if such terms sheet letter or statement is non-binding or is subject to preparation of such Executive Securities to the Company full documents, completion of due diligence or CHSinspections, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive other customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Noticecommercially reasonable contingencies.

First Refusal Right. If any Holder desires (a) Tenant shall have a one-time right of first refusal (a “First Refusal Right”) to Transfer any Executive Securities other than lease certain premises that are located in an Exempt Transaction or a transaction pursuant to Section 6(c)Suite 315 of the Building, such Holder as more particularly shown on Exhibit C attached hereto (the "Transferring Holder"“First Refusal Space”) shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in at such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase time as all or any portion of the Executive Securities specified First Refusal Space becomes vacant and available for lease during the Term. Tenant’s First Refusal Right shall be triggered by Landlord’s receipt of a bona fide offer to lease the vacant and available First Refusal Space (“Bona Fide Offer”) from a third party that Landlord is willing to accept. Upon receipt of such Bona Fide Offer, Landlord shall provide notice to Tenant of such receipt (“Landlord’s Lease Notice”) together with the terms and conditions of the Bona Fide Offer. Tenant shall have five (5) business days after Tenant’s receipt of Landlord’s Lease Notice to exercise its First Refusal Right to lease all, but not a part of, the First Refusal Space described in Landlord’s Lease Notice. If Tenant does not deliver its notice of intent to lease such First Refusal Space within five (5) business days after Tenant’s receipt of Landlord’s Lease Notice, then Tenant’s First Refusal Right will lapse and be of no further force and effect and Landlord may lease the First Refusal Space to a third party on the same or any other terms and conditions, whether or not such terms and conditions are more or less favorable than those offered to Tenant; provided, however, that if the base rent to be paid by such party for the First Refusal Space (factoring in any applicable rent abatements or concessions) or other economic terms are more than ten percent (10%) more favorable (“Better Terms”) than the terms initially offered in the Bona Fide Offer Notice accompanying Landlord’s Lease Notice, Landlord shall offer the First Refusal Space to Tenant at the price Better Terms in accordance with the procedure contained in this Section 6 before leasing the First Refusal Space to such third party, provided that Tenant shall deliver its notice of intent to lease the First Refusal Space at such Better Terms within three (3) business days after Tenant’s receipt of Landlord’s notice. Time is of the essence with respect to the provisions of this Section 6. (b) Notwithstanding anything herein to the contrary, Tenant shall have no First Refusal Right and Landlord need not provide Tenant with Landlord’s Lease Notice, if: (i) Tenant is in default beyond applicable notice and cure periods under this Lease at the time Landlord would otherwise deliver the Landlord’s Lease Notice; (ii) the Premises, or more than 25% of the Premises, is sublet to an entity other than a Related Company at the time Landlord would otherwise deliver the Landlord’s Lease Notice; (iii) the Lease has been assigned to an entity other than a Related Company prior to the date Landlord would otherwise deliver the Landlord’s Lease Notice; or (iv) Tenant or a Related Company is not occupying the Premises on the date that Landlord would otherwise deliver the Landlord’s Lease Notice. The rights of Tenant hereunder with respect to the First Refusal Space shall terminate on the earlier to occur of: (x) Tenant’s failure to exercise its First Refusal Right within five (5) business days after Tenant’s receipt of Landlord’s Lease Notice (subject to Landlord’s obligation to re-offer the First Refusal Space as set forth in Section 6(a) above), and (y) the date that Landlord would have provided Tenant the Landlord’s Lease Notice if one or more of the conditions set forth above is satisfied. (c) If Tenant exercises its First Refusal Right as provided above, the term for the applicable First Refusal Space shall commence upon the commencement date stated in the Landlord’s Lease Notice and thereupon such First Refusal Space shall be considered a part of the Premises, provided that all of the terms stated in the Landlord’s Lease Notice shall govern Tenant’s leasing of such First Refusal Space and only to the extent that they do not conflict with the Landlord’s Lease Notice, the terms and conditions of this Lease shall apply to such First Refusal Space. The First Refusal Space (including improvements and personal property, if any) shall be accepted by Tenant in its “as-is” condition and as-built configuration existing on the earlier of the date Tenant takes possession of the First Refusal Space or as of the date the term for such First Refusal Space commences, unless the Landlord’s Lease Notice specifies any work to be performed by Landlord in the First Refusal Space, in which case Landlord shall perform such work in the First Refusal Space. If Tenant exercises its First Refusal Right, Landlord shall prepare an amendment (the “Expansion Amendment”) adding the First Refusal Space to the Premises on the terms specified therein by delivering written set forth in the Landlord’s Lease Notice and reflecting the changes in Base Rent, Tenant’s Percentage Share and other appropriate terms. A copy of the Expansion Amendment shall be (i) sent to Tenant within a reasonable time after receipt of the Tenant’s notice exercising its First Refusal Right, and (ii) subject to Landlord’s and Tenant’s agreement regarding the form of such election amendment, executed by Tenant and returned to the Transferring Holder as soon as practicalLandlord within ten (10) business days thereafter, but in any event within thirty (30) days following the delivery an otherwise valid exercise of the Offer Notice (First Refusal Right contained herein shall, at Landlord’s option, be fully effective whether or not the "Company Offer Period")Expansion Amendment is executed. (iid) If Notwithstanding anything herein to the Company has not elected to purchase all contrary, if the First Refusal Space becomes available during the last six (6) months of the Executive Securities within Renewal Term, Tenant may not exercise its First Refusal Right unless it simultaneously exercises its Extension Option set forth herein. (e) Notwithstanding anything set forth in this Lease to the contrary, the First Refusal Right set forth in this Section 6 shall be personal to iRhythm Technologies, Inc., as Tenant, and any Related Company Offer Periodto which iRhythm Technologies, then CHS Inc. has assigned this Lease as permitted in accordance with the Lease and may elect to purchase all only be exercised by iRhythm Technologies, Inc. or any portion of the Executive Securities Related Company described above, and may not elected to be purchased exercised by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practicalany other assignee, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any sublessee, or other transferee of the Executive Securities offered by the Transferring HolderiRhythm Technologies, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but Inc.’s interest in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Noticethis Lease.