Common use of First Refusal Right Clause in Contracts

First Refusal Right. 21.1 Subject to the Lessee’s full compliance with all the terms provided herein and without any occurrence of the Event of Default during the Lease Term and/or Extended Lease Term (including their date of expiration), 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 event that the Lessor determines to sell the Leased Facilities. The Lessor will provide the Lessee a written notice (the “First Refusal Right Notice”) indicating the price and 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 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 Leased Facilities to the Lessee unless and until all of the Leased Facilities shall be purchased and paid by the Lessee on the equivalent terms and 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 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 the Leased Facilities according to Article 21.1, then Lessor shall have the right to sell to the Leased Facilities on the terms and conditions specified in the First Refusal Right Notice. Lessee’s right provided in this Article shall not apply to any sublessee or assignee unless agreed by the Lessor in writing. The Parties agree to have the Agreement to be notarized by the public notary institutions chose by the Parties, cost of which shall be shared by the Parties 50-50.

First Refusal Right. 21.1 Subject If, at any time during the term of this Lease after the expiration of any and all available Lock-Up Periods, Landlord receives and wishes to accept a bona fide written offer from a person or entity other than Tenant (the Lessee’s full compliance with all “Offeror”) to purchase the Site, or any portion thereof containing the Initial Building, the Expansion Building or both, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase the Site or specified portion thereof (the “Offered Property”), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms provided herein 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 Offeror and without any occurrence specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the Event of Default during the Lease Term and/or Extended Lease Term (including their date of expirationgiving of such notice by 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 Lessor hereby grants to parties shall promptly execute an agreement containing the Lessee a non-assignable terms of Landlord’s said notice and non-transferable such 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 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 event that the Lessor determines to sell the Leased Facilities. The Lessor will provide Offered Property to the Lessee Offeror, at any time within one hundred eighty (180) days after Tenant’s failure to accept Landlord’s offer, at a written notice (price and on other terms and conditions not more favorable to the “First Refusal Right Notice”) indicating Offeror than the price and other terms of the original offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and conditions for such sale (Landlord does not sell the “Offered Purchase”), and the Lessee shall irrevocably respond Property to the Lessor in writing Offeror within fifteen one hundred eighty (15180) business days of the 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 days, this Article 21 shall be deemed waived and immediately expire. The Lessor shall have no obligation to sell any Leased Facilities to the Lessee unless and until all of the Leased Facilities shall be purchased and paid by the Lessee on the equivalent terms and 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 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 the Leased Facilities according to Article 21.1, then Lessor shall have the right to sell to the Leased Facilities on the terms and conditions specified in the First Refusal Right Noticeshall reattach to the Offered Property. LesseeTenant’s right provided in this Article failure, if any, to exercise any or all Lock-Up Options shall not apply to any sublessee or assignee unless agreed by the Lessor in writing. The Parties agree to have the Agreement to be notarized by the public notary institutions chose by the Parties, cost of which shall be shared by the Parties 50-50affect Tenant’s First Refusal Right under this Section 7.2.

First Refusal Right. 21.1 Subject If, at any time during the term of this Lease ------------------- after the expiration of any and all available Lock-Up Periods, Landlord receives and wishes to accept a bona fide written offer from a person or entity other --------- than Tenant (the Lessee’s full compliance with all "Offeror") to purchase the Site, or any portion thereof containing the Initial Building, the Expansion Building or both, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase the Site or specified portion thereof (the "Offered Property"), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms provided herein 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 Offeror and without any occurrence specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the Event of Default during the Lease Term and/or Extended Lease Term (including their date of expirationgiving of such notice by 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 Lessor hereby grants to parties shall promptly execute an agreement containing the Lessee a non-assignable terms of Landlord's said notice and non-transferable such 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 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 event that the Lessor determines to sell the Leased Facilities. The Lessor will provide Offered Property to the Lessee Offeror, at any time within one hundred eighty (180) days after Tenant's failure to accept Landlord's offer, at a written notice (price and on other terms and conditions not more favorable to the “First Refusal Right Notice”) indicating Offeror than the price and other terms of the original offer specified in Landlord's said notice. If Tenant does not accept Landlord's offer and conditions for such sale (Landlord does not sell the “Offered Purchase”), and the Lessee shall irrevocably respond Property to the Lessor in writing Offeror within fifteen one hundred eighty (15180) business days of the 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 days, this Article 21 shall be deemed waived and immediately expire. The Lessor shall have no obligation to sell any Leased Facilities to the Lessee unless and until all of the Leased Facilities shall be purchased and paid by the Lessee on the equivalent terms and 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 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 the Leased Facilities according to Article 21.1, then Lessor shall have the right to sell to the Leased Facilities on the terms and conditions specified in the First Refusal Right Noticeshall reattach to the Offered Property. Lessee’s right provided in this Article Tenant's failure, if any, to exercise any or all Lock-Up Options shall not apply to any sublessee or assignee unless agreed by the Lessor in writing. The Parties agree to have the Agreement to be notarized by the public notary institutions chose by the Parties, cost of which shall be shared by the Parties 50-50affect Tenant's First Refusal Right under this Section 7.2.

First Refusal Right. 21.1 Subject to If, at any time during the Lessee’s full compliance with all the terms provided herein and without any occurrence term of the Event of Default during respective Building Leases, Landlord receives and wishes to accept a bona fide written offer from a person or entity (an “Offeror,” provided, however, that the Lease Term and/or Extended Lease Term (including their date of expiration), the Lessor hereby grants to the Lessee a non-assignable and non-transferable right term “Offeror” shall not include Tenant itself) to purchase allone or more Buildings covered by such respective Building Leases, but and if Tenant’s rights under this Section have not less than all, become unexercisable or ineffective or expired for any of the Leased Facilities during the Lease Term and/or Extended Lease Term (unless is earlier terminated) reasons specified in the event that introductory paragraph of this Section, then Landlord shall first provide a complete copy of the Lessor determines bona fide written offer to sell the Leased Facilities. The Lessor will provide the Lessee Tenant (a written notice (the “First Refusal Right Notice”), which offer shall contain all of the material terms on which the Offeror proposes to purchase the applicable Building(s) indicating the price and other terms and conditions for such sale (the “Offered PurchaseBuilding(s)”), and Landlord shall offer Tenant the Lessee opportunity to purchase the Offered Building(s) on the terms specified in the First Refusal Notice. Tenant shall irrevocably respond to the Lessor in writing within fifteen have twenty (1520) business days after Tenant’s receipt of the Lessor’s First Refusal Notice in which to accept such offer by written notice ensuring to Landlord, which notice shall be accompanied by any “▇▇▇▇▇▇▇ money” deposit or similar deposit required under the Lessee’s decision terms of the First Refusal Notice. In the event Landlord receives and wishes to buy accordingly. Failure accept any material revisions to respond the Lessor bona fide offer within such twenty (20) 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) Upon such acceptance by Tenant, Tenant shall be obligated to purchase and Landlord shall be obligated to sell the Offered Building(s) on the terms set forth in accordance the First Refusal Notice, on the additional terms and provisions set forth in this Section and not inconsistent with the aforesaid First Refusal Notice, and on the additional terms set forth in a definitive agreement to be negotiated to the mutual satisfaction of the parties and mutually executed within thirty (30) days after Tenant’s exercise of the First Refusal Right (which definitive agreement shall be consistent with the First Refusal Notice and the 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 allotted time, Tenant shall be deemed that the Lessee has elected not to exercise have accepted such rights offer and Lessee’s first refusal rights provided under this Article 21 Landlord shall be deemed waived and immediately expire. The Lessor shall have no obligation to sell any Leased Facilities to the Lessee unless and until all of the Leased Facilities shall be purchased and paid by the Lessee on the equivalent terms and 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 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 the Leased Facilities according to Article 21.1, then Lessor shall thereafter have the right to sell the Offered Building(s) to the Leased Facilities 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 preceding sentence, the following 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 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 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 sale to the Offeror at a price not less than that disclosed in said notice to Tenant and otherwise on the terms and conditions specified set out in the First Refusal Right Notice. LesseeIf Landlord does not sell the Offered Building(s) to the Offeror pursuant to this subparagraph within such 180-day period, or if Landlord desires to sell any of the Offered Building(s) to another third party or on more favorable terms during such 180-day period, then this First Refusal Right shall reattach or apply, 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 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 to any of the Buildings that were not part of the Offered Building(s) transferred by the Landlord to the Offeror. 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 Article Section 7(a) shall not apply to any sublessee transaction by Landlord consisting of a capital reorganization or assignee unless agreed reclassification of the capital stock or membership interests of Landlord, the consolidation or merger of Landlord with another entity in which Landlord is not the surviving entity, the sale of all or substantially all of Landlord’s assets to another entity; or the transfer of all of the Buildings to an entity controlling, controlled by or under common control with Landlord; provided that the Lessor in writingrights conferred hereunder shall survive any such transaction and shall apply to subsequent bona fide transactions with respect to the Buildings or the Center. The Parties agree successor-in-interest to have Landlord’s rights and obligations hereunder shall assume by written instrument executed and delivered to Tenant Landlord’s obligations to honor Tenant’s rights with respect to any such subsequent offer for one or more Buildings or the Agreement to be notarized by the public notary institutions chose by the Parties, cost of which shall be shared by the Parties 50-50Center.

First Refusal Right. 21.1 Subject to the Lessee’s full compliance with all the terms provided herein and without any occurrence of the Event of Default during the Lease Term and/or Extended Lease Term (including their date of expiration), the Lessor hereby Landlord grants to the Lessee a nonTenant an on-assignable and non-transferable going right to purchase all, but not less than all, of lease the Leased Facilities during the Lease Term and/or Extended Lease Term (unless is earlier terminated) in the event that the Lessor determines to sell the Leased Facilities. The Lessor will provide the Lessee a written notice First Refusal Space (the “First Refusal Right”), as hereinafter defined, at any time during the Lease Term, on and subject to the following terms and conditions: (a) As used herein, the “First Refusal Space” shall mean any available, rentable and usable space located on the 3rd and 6th floors of the Building, which is (i) not then leased by Tenant (ii) is not then leased to an existing tenant of Landlord that is negotiating for a lease renewal, extension or modifications, and (iii) that is the subject of a Third Party Offer, as defined below. (b) Subject to the other provisions of this Special Stipulation, (i) should Landlord receive a bona fide offer to lease the First Refusal Space from a prospective third party tenant that Landlord is willing to accept after the First Refusal Space becomes available (the “Third Party Offer”), and (ii) provided T▇▇▇▇▇’s First Refusal Right is still valid and effective (as determined below), then L▇▇▇▇▇▇▇ agrees promptly to so notify Tenant in writing of the relevant economic and non-economic terms of the Third Party Offer (“Right of Refusal Notice”). (c) indicating If the price Third Party Offer contains available space in addition to the First Refusal Space, and other terms and conditions for such sale T▇▇▇▇▇ accepts the Third Party Offer, it shall be required to lease all of the space that is the subject of the Third Party Offer (the “Offered PurchaseSpace”). (d) Tenant shall have a period of ten (10) days after the date of the Right of Refusal Notice within which to exercise its First Refusal Right with respect to the Offered Space (the “Acceptance Period”) by delivery to Landlord of written notice of its exercise on or before the last day of the Acceptance Period. If Tenant fails to duly and timely exercise the First Refusal Right with respect to the Offered Space, or elects not to exercise the First Refusal Right with respect to the Offered Space, Landlord shall be free to lease the First Refusal Space (together with any other space which is a part of the Offered Space) so long as Landlord leases such First Refusal Space on economic terms comparable to the terms offered in the Right of Refusal Notice (which shall be deemed satisfied by Landlord as long as a variance in favor of the third party tenant of more than 5% of the net effective rental rate set forth in the Right of Refusal Notice does not occur and such new lease with the prospective third party tenant is executed within one hundred eighty (180) days after the date of the Right of Refusal Notice), and T▇▇▇▇▇’s First Refusal Right shall remain in effect for subsequent offers for the Lessee First Refusal Space, it being an on-going right during the Lease Term; provided, however, such on-going right shall irrevocably respond be subject and subordinate to all renewals or extensions previously granted by Landlord to any other tenant of the Lessor Building to lease all or any portion of the First Refusal Space (including, without limitation, any such rights granted by Landlord to any other tenant with respect to Offered Space that has been offered by Landlord to Tenant in writing within accordance herewith and for which Tenant elects not exercise its First Refusal Right) and any tenant then leasing any Offered Space whether such tenant has a formal right to renew or extend the term of its lease or otherwise. (e) Within fifteen (15) business days after the effective date of Tenant’s exercise of the LessorFirst Refusal Right, Landlord and Tenant shall enter into an amendment to this Lease adding the Offered Space to the Premises, which amendment shall subject the Offered Space, which is contained in the Third Party Offer, to the terms and provisions of this Lease except as set forth in the Third Party Offer (including, without limitation, at the same Base Rental Rate, for the same term, with the same commencement date and with improvement allowance, free rent and other concessions, if any (but adjusted for any difference in value of the concessions based upon the term of the Third Party Offer in relation to the remaining term of the Tenant) set forth in the Third Party Offer), but failure to execute the amendment within said fifteen (15) business days shall not invalidate Tenant’s notice ensuring exercise of the LesseeFirst Refusal Right. (i) Tenant shall accept the First Refusal Space in the condition set forth in the Third Party Offer. (ii) Tenant’s decision improvements to buy accordingly. Failure to respond the Lessor First Refusal Space or any premises within the Building containing all or a portion of the First Refusal Space which may be contained in the Third Party Offer shall be designed and installed in accordance with the aforesaid shall be deemed that parties’ agreement at 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 Leased Facilities to the Lessee unless and until all of the Leased Facilities shall be purchased and paid by the Lessee on the equivalent terms and 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 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 the Leased Facilities according to Article 21.1, then Lessor shall have the right to sell to the Leased Facilities on the terms and conditions specified in time the First Refusal Right Noticeis exercised. (iii) The term with respect to any First Refusal Space shall expire conterminously with the Lease Term. Lessee’s If the expiration date set forth in the Third Party Offer is after the expiration date of the Lease Term, all concessions will be reduced, pro rata, to reflect the shorter term. (iv) The right provided granted to Tenant under this Special Stipulation is personal to the named Tenant in this Article shall not apply Lease and any assignee permitted hereunder (including any Permitted Transferee to which the Lease is assigned in its entirety). In the event of any assignment of this Lease by the named Tenant herein to any sublessee party other than an assignee permitted hereunder (including any Permitted Transferee), this First Refusal Right shall thenceforth be void and of no further force or assignee unless agreed by the Lessor in writing. The Parties agree to have the Agreement to be notarized by the public notary institutions chose by the Parties, cost of which shall be shared by the Parties 50-50effect. (f) ​

First Refusal Right. 21.1 Subject Tenant shall have a continuing right of first refusal (a “First Refusal Right”) to lease Rentable Area on the Lessee’s full compliance with all the terms provided herein and without any occurrence third (3rd) floor of the Event of Default Building that is or becomes vacant and available for lease during the Lease initial Term and/or Extended Lease Term (including their date and is comprised of expiration), the Lessor hereby grants to the Lessee a non-assignable and non-transferable right to purchase all, at least 5,000 square feet but not less more than all, of the Leased Facilities during the Lease Term and/or Extended Lease Term (unless is earlier terminated) in the event that the Lessor determines to sell the Leased Facilities. The Lessor will provide the Lessee a written notice 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 accept or a bona fide third party offer that Landlord desires to make (in either case, a “Bona Fide Offer”). Upon receipt of such Bona Fide Offer, Landlord shall provide notice (“Landlord’s Lease Notice”) indicating to Tenant of such receipt together with the price 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. 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 terms and conditions for such sale (the “Offered Purchase”)conditions, and the Lessee shall irrevocably respond not materially more favorable to the Lessor third party tenant than as set forth in writing within fifteen the Bona Fide Offer accompanying Landlord’s Lease Notice; provided, however, that if the rent to be paid by such party for the First Refusal Space is over five percent (155%) business days less (“Lower Rent”) than the rent initially offered in the Bona Fide Offer accompanying Landlord’s Lease Notice, or the terms of such third party’s lease are to be otherwise materially more favorable to the Lessorthird party than as set forth in the Bona Fide Offer accompanying Landlord’s notice ensuring Lease Notice, Landlord shall offer the Lessee’s decision First Refusal Space to buy accordingly. Failure to respond Tenant at the Lessor Lower Rent or on such other favorable terms 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 procedure contained in this Article 21 shall be deemed waived and immediately expire. The Lessor shall have no obligation to sell any Leased Facilities to the Lessee unless and until all of the Leased Facilities shall be purchased and paid by the Lessee on the equivalent terms and 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 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 the Leased Facilities according to Article 21.1, then Lessor shall have the right to sell to the Leased Facilities on the terms and conditions specified in 33 before leasing the First Refusal Right NoticeSpace to such third party, provided that Tenant shall deliver its notice of intent to lease the 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. Lessee’s right provided in Time is of the essence with respect to the provisions of this Article shall not apply to any sublessee or assignee unless agreed by the Lessor in writing. The Parties agree to have the Agreement to be notarized by the public notary institutions chose by the Parties, cost of which shall be shared by the Parties 50-5033.

First Refusal Right. 21.1 Subject (a) Following expiration of Tenant's right to add part or all of the Option Space to the Lessee’s full Premises pursuant to Section l.l(c) hereof, if Tenant has not elected to exercise such right in whole or in part. Landlord shall not thereafter lease all or any part of the Option Space that has not already been added to the 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 not apply during any period in which Tenant is in material default, beyond say applicable cure periods, under this Lease (without limitation, any "event of default," as that term is defined in Section 16.1, will be considered a material default). (b) If Landlord during the term of this Lease (after expiration of Tenant's rights under Section l.l(c) hereof) receives a bona fide written offer from a prospective tenant to lease all or any portion of the Option Space, and if Tenant is not then in default (beyond any applicable cure periods) under this Lease, Landlord shall first give written notice of such offer to Tenant, attaching a copy of the written offer and specifying (to the extent not set forth in such offer) the material terms on which Landlord proposes to lease the Option Space or portion thereof (the "Offered Space"), and shall offer to Tenant the opportunity to lease the Offered Space on the terms provided herein specified in Landlord's notice and without any occurrence of in the Event of Default during written third-party offer. Tenant shall have five (5) business days after the Lease Term and/or Extended Lease Term (including their date of expiration)giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Lessor hereby grants 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 Lessee a non-assignable extent inconsistent with the terms set forth in Landlord's said notice 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 event that the Lessor determines to sell the Leased Facilities. The Lessor will provide the Lessee a said written notice (the “First Refusal Right Notice”) indicating the price and other terms and conditions for such sale (the “Offered Purchase”offer), and the Lessee parties shall irrevocably respond promptly execute an amendment to (this Lease adding the Offered Space to the Lessor in writing within fifteen (15) business days Premises and making any appropriate amendments to provisions of the Lessor’s notice ensuring the Lessee’s decision this Lease 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 reflect different rent 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 Leased Facilities other obligations applicable to the Lessee unless Offered Space under the terms of Landlord's said notice and until all of said written offer. If Tenant does not accept Landlord's offer within the Leased Facilities allotted time. Landlord shall be purchased and paid by the Lessee on the equivalent terms and 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 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 the Leased Facilities according to Article 21.1, then Lessor shall thereafter have the right to sell lease the Offered Space to the Leased Facilities third parry which submitted the bona fide written offer at any time within one hundred eighty (180) days after Tenant's failure to accept Landlord's offer, at a minimum rental and on the terms other tarns and conditions specified not more favorable to the lessee than the minimum 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 Offered Space to such third parry within one hundred eighty (180) days, this First Right of Refusal Right Noticeshall reattach to that space. Lessee’s right provided in For purposes of this Article Section 1.3(b), a "bona fide written offer" shall not apply to any sublessee mean a terms sheet, letter of intent or assignee unless agreed other written statement of proposed lease terms that has been signed by the Lessor in writing. The Parties agree prospective lessee or by its authorized agent, even if such terms sheet letter or statement is non-binding or is subject to have the Agreement to be notarized by the public notary institutions chose by the Partiespreparation of full documents, cost completion of which shall be shared by the Parties 50-50due diligence or inspections, or other customary and commercially reasonable contingencies.