Common use of Right of First Offer to Purchase Clause in Contracts

Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44.

Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires Prior to Lessor accepting any offer to sell all Premises or any portion part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining opportunity to the Premises, in a transaction intended to affect interests in purchase the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and part thereof offered for sale on the terms and conditions contained thereinset forth in the notice of offer. Within thirty Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (3015) days after from the Offering Notice is given to Tenant (herein called receipt of the “Option Period”), Tenant shall elect, by Lessor's notice to Landlordsell Premises or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to sell the Premises or portion thereof in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to either (i) purchase sell the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) Premises or (ii) refuse portion thereof to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement third party on terms different more favorable to the third party purchaser than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering above offer, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Terms Premises or portion thereof to the third party on the terms and conditions set forth in Section 44.01(b) (Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option PeriodPremises or portion thereof. Notwithstanding the foregoingabove, Lessee's Right of First Offer to Purchase herein shall be null and void if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of void any future purchase rights under this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 4443.

Right of First Offer to Purchase. 44.01. (a) If during In the initial term of this lease, event that Landlord desires intends to sell all or any portion of the Premises, whether in Project to an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, unrelated third party in a bona fide transaction intended to affect interests (except as set forth in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”Section 33.3 below), subject to the provisions of Section 44.03, Landlord shall give Tenant deliver a notice to Tenant (herein called "ROFO Notice") indicating the “Offering Notice”) offering specific sale price and all material terms upon which Landlord intends to sell the Offered Property Project. Tenant shall have the right ("ROFO Option"), within fifteen (15) days after receipt ofthe ROFONotice, to Tenant at exercise, by written notice to Landlord, its ROFO Option to purchase the purchase price (the “Offer Price”) and Project on the same terms and conditions contained thereinas set forth in the ROFO Notice. Within thirty If Tenant does not give Landlord notice in writing within said fifteen (3015) day period that Tenant intends to exercise its ROFO Option hereunder, then Landlord shall be free to sell the Project to a third party on materially the same terms and conditions set forth in the ROFO Notice, including a sale price of not less than ninety percent (90%) of the sale price set forth in theROFO Notice, and in such event, (i) Tenant's rights hereunder shall terminate, and (ii) within seven (7) days after the Offering Notice is given to Tenant (herein called the “Option Period”)request ofLandlord, Tenant shall elect, by notice to Landlord, to either acknowledge in writing that it has not exercised its ROFO Option. In the event that the final negotiated third party sale price is less than ninety percent (i90%) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms .the price set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interestsROFO Notice, Landlord shall have the right to give a written notice to notify Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale in writing, of the Offered Property as contemplated by the first sentence of this Section 44.01(a), actual negotiated sale price ("Revised ROFO Notice") and Tenant shall respond to any such request of Landlord have the right, within ten (10) Business Days business days after receipt of of-such Revised ROFO Notice, to exercise, by written notice to Landlord, its ROFO Option to purchase the Project on the same terms and conditions as set forth in the Revised ROFO Notice. In the event that Tenant does not give Landlord notice in writing within said ten (time being of the essence with respect to such response)10) business day period, failing which the transaction then Landlord shall be deemed free to sell the Project to a third party on materially the same terms and conditions set forth in the Revised ROFO Notice, and, in such event, (i) Tenant's rights hereunder shall terminate, and (ii) within seven (7) days after the request ofLandlord, Tenant shall acknowledge in writing that it has not exercised its ROFO Option. In the event that the sale ofthe Project fails to close within twelve (12) months following the expiration of Tenant's response period, as provided above, then the ROFO Option shall be a sale fully reinstated and the Project shall again be subject to this Article 44the ROFO Option. This is a one (I) time right of first offer to purchase and, in the event that Tenant does not exercise its ROFO Option, as provided above, the ROFO Option shall terminate and be ofno further force and effect. Section 33.2.

Right of First Offer to Purchase. 44.01Landlord hereby grants to Tenant a right of first offer to purchase the Property, in the event that Landlord elects to sell the same to an unaffiliated third party, on the terms set forth herein. If at any time during the Term of this Lease, Landlord elects to engage in such a sale of the Property to a third party, and if at such time (a) If during this Lease is in full force and effect, (b) Tenant is not in default, beyond any applicable notice and cure periods, in the initial term performance or observance of any of the terms and provisions of this leaseLease on the part of the Tenant to be performed or observed and (c) Landlord shall have no obligation to make any offer to Tenant hereunder if, at such time as an offer would otherwise be required to be made hereunder, there are 364 or fewer days remaining in the Term, as the same may have been extended at such time. Landlord shall offer to sell the Property to Tenant on such terms and conditions as are determined by Landlord in its sole discretion (a “Purchase Offer”). The foregoing covenant shall not prohibit Landlord from marketing the Property at the same time Tenant is considering a Purchase Offer from Landlord, provided that Landlord shall not enter a binding agreement to sell to a third party until Tenant rejects or is deemed to have rejected such Purchase Offer. If Tenant rejects the Purchase Offer by notice to Landlord or does not accept such Purchase Offer by written notice to Landlord within five (5) business days after the date the Purchase Offer Notice is delivered to Tenant, the Purchase Offer shall conclusively be deemed to have been rejected by Tenant; thereafter, Landlord desires shall be free to sell all the Property to other parties upon such terms and conditions as shall be satisfactory to Landlord in its sole discretion; provided, however, that (a) if the consideration in any contemplated sale to an unaffiliated third party is less than ninety percent (90%) of the total consideration for which the Sale Property was offered for sale to Tenant, Landlord must again present an Purchase Offer Notice to Tenant on such lower terms, and (b) if Landlord does not enter into a Purchase and Sale Agreement for the Sale Property with a third party within twelve (12) months of the date of the Purchaser Offer Notice, or, having timely entered into such a Purchase and Sale Agreement, Landlord does not consummate the sale to the third party within eighteen (18) months of the date of the Purchase Offer Notice, then Landlord must again present a Purchase Offer Notice to Tenant in accordance with the requirements of this Section 2.5 prior to any sale to a third party. Notwithstanding any provision hereof to the contrary, in no event shall Tenant’s rights hereunder apply to any transfer of the Property by Landlord to any party directly or indirectly controlling, controlled by, or under common control with Landlord, to any portfolio transaction involving the sale of properties which include the Property by Landlord or any portion party having a direct or indirect interest in Landlord (including the sale of the Premisesentire Upland Xxxxx Corporate Center), whether in to any financing transaction involving the sale and leaseback of the Property to a party directly or indirectly controlling, controlled by, or under common control with Landlord, to any transfer of the Property as part of an asset exchange transaction or, in substanceunder Section 1031 of the Internal Revenue Code of 1986, as amended, to any foreclosure sale of the Property or any deed in lieu thereof, or to any option to purchase, right of first refusal, right of first offer or similar agreement. If Tenant timely accepts a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject Purchase Offer pursuant to the provisions of Section 44.03hereof, Tenant and Landlord shall give Tenant use good faith efforts to negotiate with and execute and deliver to each other within 21 days following Tenant’s acceptance of the Purchase Offer, a notice (herein called the “Offering Notice”) offering Purchase and Sale Agreement drafted by Landlord to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on reflect the terms and conditions contained thereinset out in the Purchase Offer Notice (a “P&S). Within The P&S shall include (a) a thirty (30) days after day due diligence period during which Tenant may elect to terminate the Offering Notice is given P&S in its sole discretion (b) a right on the part of Tenant to inspect the physical condition of the Property, subject to commercially customary indemnity and insurance requirements, and (c) an obligation on the part of Landlord to deliver to Tenant (herein called Landlord’s then current title insurance policy, survey and environmental reports. The property shall be sold to Tenant under the P&S in its then “Option Period”)As Is,” “Where Is” condition, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except to the extent otherwise provided in the Purchase Offer. In the event that despite good faith efforts of both parties, Landlord and Tenant shall elect, by notice are unable to Landlord, to either (i) purchase the Offered Property reach agreement on the terms contained of the P&S and the same is not executed and delivered by both Landlord and Tenant within said 21 day period, Landlord shall be free to sell the Property to other parties upon such terms and conditions as shall be satisfactory to Landlord in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein providedits sole discretion. Time shall be is of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 provisions hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44.

Right of First Offer to Purchase. 44.01. Prior to Lessor accepting any offer to purchase the Premises (a) If during the initial term of this lease, Landlord desires to sell all or any portion of buildings under Lease), or prior to Lessor making any offer to sell the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord Lessor shall give Tenant Lessee written notice of such offer and shall include in such notice the price and terms and a notice (herein called the “Offering Notice”) offering statement that Lessor is willing to sell the Offered Property to Tenant at the purchase that price (the “Offer Price”) and on those terms. Lessee shall have the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”)option, Tenant shall elect, which may be exercised by written notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without Lessor at any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into time within thirty (30) days following from the expiration receipt of the Option PeriodLessor's notice, to agree to purchase the Premises at the price and on the terms specified in the notice to Lessee, provided, however, that if such terms provided for an exchange of property as part of the purchase of the Premises, Lessee shall cooperate with Lessor provided Lessee assumes no liability and has no additional costs as a result of its cooperation with Lessor on exchange. If Lessee fails to exercise its option within the 30-day period, Lessor shall have 180 days thereafter to sell the Premises at the price and on the terms specified in the notice to Lessee. If Lessor elects, within 180 days of Lessor's notice, to sell the Premises to a third party on terms more favorable to the third party buyer than the terms set forth in Lessor's notice to Lessee, then Lessor must re-offer the Premises to Lessee on the same terms and conditions offered to the third party buyer ("Lessor's Second Notice to Sell"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to buy the Premises. If Lessee does not respond in writing accepting all terms and conditions offered to third party, Lessor shall thereafter be entitled to sell the Premises to the third party on the terms and conditions set forth in Lessor's Second Notice to Sell or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 180 days after which Lessee's Right of First Offer to Purchase shall again be in effect for the Premises. If Lessor does not sell the Premises during the period stated above, Lessor will re-offer the Premises to Lessee before offering the Premises to any other purchaser giving Lessee five (5) days to accept the price and terms. Notwithstanding the foregoingabove, if Lessor will not be obligated to offer the parties are not able Premises to agree Lessee upon a final form sale to Mission West Properties or its affiliates or if sale is part of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have multiple properties owned or controlled by Lessor or Lessor's affiliates. In the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such event of a sale would constitute to a sale of the Offered Property party other than Mission West Properties or its affiliates as contemplated by the first sentence of stated in this paragraph, thereafter Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction 31 shall be deemed not to be a sale subject to this Article 44null and void.

Right of First Offer to Purchase. 44.01. (a) If during In the initial term of this lease, event Landlord desires elects to sell all the Project or any portion of the PremisesOffice Building, whether in an asset transaction or, in substance, if the Office Building has been subdivided as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises separate tax parcel (in either case, herein called the “Offered ROFO Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution tenth (10th) Lease Year, Tenant has a right of first offer to purchase the ROFO Property under the terms and conditions set forth in the Landlord’s Notice (as that term is defined in this Article 58.1) (“Right of First Offer”). Tenant has a contract with a third-party purchaser for a sale Right of ownership interestsFirst Offer to purchase the ROFO Property in this Article only if: (a) the Lease is full force and effect at the time of the exercise of the option; and (b) there is no uncured Event of Default under this Lease at the time of the exercise; provided, however, Landlord shall have has the right to give a waive the non-default condition herein. The ROFO Property shall include all of the property described on Exhibit P attached hereto. The ROFO terminates on the last day of the tenth (10th) Lease Year. Within twenty-one (21) days of receipt of Landlord’s notice to Tenant of Landlord’s intention to sell the ROFO Property, which notice will include the proposed purchase price and all other material terms for the sale of the ROFO Property (“Landlord’s Notice”), Tenant must provide Landlord with written notice of its desire to purchase the ROFO Property (“ROFO Notice”) on the terms and conditions set forth in Landlord’s Notice. If Tenant does not provide said notice to Landlord within the twenty-one (21) day period, Tenant’s Right of First Offer under this Article 58.1 terminates and will be of no further force and effect (subject to the third to the last paragraph of this Article 58.1). Within forty-five (45) days of receipt of the ROFO Notice, the Landlord and Tenant must: (a) enter into a purchase agreement reasonably acceptable to both parties, which will include the terms and conditions contained in Landlord’s Notice (and those contingencies set forth in the next paragraph). The closing on the sale of the ROFO Property must occur within ninety (90) days after execution of the purchase agreement, but no more than one hundred twenty (120) days after Landlord’s Notice to Tenant, requesting that Tenant advise and (b) Tenant’s payment of $250,000 of Xxxxxxx Money. The Xxxxxxx Money will be credited toward the purchase price and will be refundable in the event of any default, breach or other failure to perform by Landlord as to whether Tenant believes that such a sale would constitute a sale of or in the Offered Property as contemplated by event any contingency stated in the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed purchase agreement is not to be a sale subject to this Article 44satisfied.

Right of First Offer to Purchase. 44.01. (a) If Provided that the Tenant is not in default of the terms and conditions of this Lease beyond any applicable cure periods, during the initial last six (6) years of the term of this leaseLease and the Option Period stated in Section 3.5 (if exercised), Tenant shall have the right of first offer to purchase the Property on the following terms and conditions. If Landlord elects to sell the Property in Landlord’s sole discretion, Landlord desires shall notify Tenant of the terms and conditions upon which Landlord would be willing to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Demised Premises as distinguished from all or substantially all (“Landlord’s Notice”). Tenant shall have ten (10) business days after receipt of Landlord’s and its affiliates’ business interests, unless all or substantially all Notice to notify Landlord in writing of said interests relate primarily Tenant’s desire to purchase the Demised Premises on the terms stated in Landlord’s interest in Notice and the Premises Landlord and Tenant shall enter into a purchase and sale agreement within thirty (in either case, herein called the “Offered Property”), subject to the provisions 30) days after Tenant’s receipt of Section 44.03, Landlord shall give Tenant a such notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained thereinstated in Landlord’s Notice (which shall contain the condition that the sale shall close within sixty (60) days of Landlord’s Notice). Within If, however, Tenant fails to notify Landlord of Tenant’s election to purchase the Demised Premises within such 10-day period or, if Landlord and Tenant fail to execute a purchase and sale agreement within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by date of Tenant’s notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect then subject to Tenant’s electionright of reoffer as set forth below, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, have waived its right to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord Demised Premises and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right thereafter to give a written offer the Demised Premises for sale and to sell the Demised Premises without further notice to Tenant, requesting that Tenant advise . If the Landlord as to whether Tenant believes that such a sale would constitute a is unsuccessful in the sale of the Offered Property as contemplated Demised Premises within 180 days date Tenant waived (or is deemed to have waived) its right to purchase the Demised Premises, on the same or greater price than was offered to the Tenant, the Landlord shall so notify the Tenant and the Tenant shall continue to have the right to purchase the Demised Premises in accordance with the terms outlined above in this Section 23.11. It is acknowledged by the first sentence of Tenant that the Tenant’s rights pursuant to this Section 44.01(a), and Tenant shall respond do not apply to any such request of Landlord within ten (10) Business Days after receipt of same (time being the Landlord’s transfer of the essence with respect Demised Premises for: estate purposes to such response), failing include family members; or a transfer in which the transaction shall be deemed not to be a sale subject to this Article 44Landlord or the Principle of the Landlord retains an ownership interest in the Demised Premises.

Right of First Offer to Purchase. 44.01Provided that no Tenant Default is then occurring (beyond any applicable cure period), Tenant shall have an on-going right of first offer to purchase ("Right of First Offer to Purchase") all or any of the five Buildings currently comprising the Premises (collectively, the "Offer Property"). In the event Landlord and/or a successor Excluded Entity elects to sell their interest in all or any portion of the Offer Property to a third party (aexcluding (i) If during Landlord or Landlord Affiliates, (ii) "Entities Controlled by Members of the initial term Xxxx Family" (defined as any entity or entities which are each over 51% owned or controlled by Xxxx Xxxx or Xxxxx Xxxx or Xxxx Xxx Xxxx or a trust for the benefit of this leaseKara Xxx Xxxx or by any combination of Xxxx Xxxx or Xxxxx Xxxx or Xxxx Xxx Xxxx or a trust for the benefit of Kara Xxx Xxxx) , and (iii) any entity that acquires substantially all of the assets of Mission West Properties, Inc. through a merger or acquisition (collectively, the "Excluded Entities")), Landlord desires shall notify Tenant in writing of its intent to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s Offer Property and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained thereinupon which Landlord would be willing to sell the Offer Property to Tenant. Within "Landlord Affiliates" means any subsidiary of Landlord, any entity with which Landlord merges, or any entity that is controlled by, controls or is under common control with Landlord. Tenant shall have thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant from such written notification to notify Landlord of its election shall be deemed intent to be an election to refuse, and a waiver of Tenant’s right, negotiate to purchase the Offered Offer Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewiththe "Purchase Notice"). Landlord and Tenant shall then negotiate a purchase and sale agreement in good faith in the sixty (60) days following delivery of the Purchase Notice (the "Negotiation Period"). During the Negotiation Period, Landlord shall not be permitted negotiate to revoke sell the Offering Notice during the Option Period, but the Offering Notice shall be deemed Offer Property to be revoked during the Option Period if any third party. If Landlord and Tenant or its designee enter into a purchase and sale agreement on for the Offer Property during the Negotiation Period, the purchase and sale agreement shall provide that, among other things, Landlord shall convey good and marketable title to the Offer Property, by grant deed, free and clear of liens and encumbrances except the Permitted Encumbrances (Exhibit D). Title shall be insurable by First American Title Insurance Company or other mutually agreed nationally known title company at standard rates for an ALTA standard coverage Owner's policy at Landlord's expense; provided, Tenant may, at its expense for the additional premium, obtain ALTA extended coverage title insurance, and shall be responsible for any survey required, although Landlord will provide Tenant will the most recent survey of the Offer Property in its possession The purchase and sale agreement shall otherwise contain commercially reasonable terms different than those contained and conditions in the Offering Noticeaccordance with local industry standards. If Landlord and Tenant desires to purchase the Offered Property, Tenant and Landlord shall do not enter into a purchase agreementand sale agreement for the Offer Property during the Negotiation Period, Landlord shall thereafter have the form right to sell the Offer Property to a third party on terms equal to or no less favorable than originally offered to Tenant. In the event Landlord is unsuccessful in consummating a sale of which the Offer Property to a third party within a period of one hundred eighty (180) days after the expiration of Tenant's exclusive Negotiation Period, Tenant's Right of First Offer to Purchase shall be negotiated in good faith by the parties reinstated and must include Landlord shall thereafter comply with the terms and conditions set forth in the Offering Notice and the Terms set forth this Article 3.7. Transaction closing costs in Section 44.01(b) (the “connection with any such sale of Offer Contract”). The Offer Contract must Property to Tenant shall be entered into within thirty (30) days following the expiration of the Option Periodpaid per standard practices in Santa Xxxxx County, CA. Notwithstanding the foregoingany other provision of this Lease that may limit or restrict transfer of Tenant's rights under this Lease, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord it is agreed that Tenant shall have the right to give transfer the Right of First Offer to Purchase and/or this Lease to another entity that exercises the Right of First Offer to Purchase in connection with structuring and implementing a written notice transaction or series of transactions that finance the acquisition of the Offer Property, subject to Tenantthe conditions that (i) Tenant or an assignee or subtenant permitted under Article 18 remains as the occupant of the Premises upon the conclusion of the purchase, requesting and (ii) that the transaction or transactions occur in such a manner that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale remains liable for payment of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to purchase price. Notwithstanding any such request of Landlord within ten (10) Business Days after receipt of same (time being other provision of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44.3.7

Right of First Offer to Purchase. 44.01. (a) If at any time during the initial term of this leaseLease Term, should Landlord desires to sell all or any portion of contemplate selling the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03Building, Landlord shall give be required to provide Tenant a with the first opportunity to purchase the Building ("Right of First Offer") by delivering written notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at pursuant to Paragraph 33 hereof ("Right of First Offer Notice"). Tenant shall exercise its Right of First Offer within five (5) business days of Tenant's receipt of the purchase price (the “Right of First Offer Price”) and on Notice, by declining such Offer or by accepting the terms and conditions contained thereinof the Offer, in writing. The failure of Tenant to provide Landlord with its written election within such five (5) business day period shall be deemed Tenant's election to decline the Offer. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of Tenant's receipt of the essence with respect to Tenant’s electionRight of First Offer Notice, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a shall negotiate the fair market sale price of the Building, and the terms and conditions of the purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property("Negotiation Period"), Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within such thirty (30) days following the expiration day period Tenant shall perform its due diligence inspections of the Option Building and Building parcel ("Due Diligence Period. Notwithstanding ") and shall close thereafter in accordance with the foregoing, if the parties are not able to agree upon a final form provisions of the Offer Contract within said purchase agreement but in no event later than ten (10) days after the end of the aforementioned thirty (30) day period, upon . The parties hereto agree to use their good faith best efforts to arrive at the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances fair market sales price and a mutually acceptable purchase agreement for the parties, at any time prior to Building. In the execution of a contract with a third-party purchaser for event that the parties hereto have not agreed upon a sale price and entered into a purchase agreement by the expiration of ownership intereststhe Negotiation Period, Landlord shall have the right deliver to give Tenant a written notice statement indicating the final sale price, terms and conditions upon which Landlord is willing to Tenant, requesting sell the Building ("First Offer Price") and thereafter Landlord may enter into negotiations with third parties for the sale of the Building. In the event that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute subsequently negotiates a sale of the Offered Property as contemplated by Building to a third party at a certain sale price (the first sentence of this Section 44.01(a"Third Party Price"), with certain terms and conditions (the "Third Party Terms"), and the Third Party Price is more than five percent (5%) less than the First Offer Price, Landlord shall be required to re-offer the Building to Tenant at the Third Party Price with the Third Party Terms. Tenant shall respond thereafter have five (5) business days to any such request notify Landlord in writing of its acceptance or rejection of the Third Party Price. Failure of Tenant to so notify Landlord within ten such five (105) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction business day period shall be deemed not to be a sale subject to this Article 44Tenant's rejection of the Third Party Price.

Right of First Offer to Purchase. 44.01. (a) If Regarding Section 36.13 of the Master Lease, granting to Sublessor a Right of First Offer to Purchase, the Parties acknowledge and agree that during the initial term Sublease Term, Sublessee shall succeed to and enjoy the exclusive right to exercise the Right of this leaseFirst Offer to Purchase, and, pursuant to its obligations under its SNDA, Master Landlord desires to sell all or any portion shall recognize Sublessee in lieu of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”)Sublessor with respect thereto, subject to to, and in accordance with, the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the applicable terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect Master Lease. Master Landlord has consented to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have foregoing pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option PeriodSNDA. Notwithstanding the foregoing, if to the parties are not able extent that the Right of First Offer to agree upon a final form Purchase is available for exercise and must be exercised (to avoid the lapse of such right) prior to expiration of the Sublease Term, Sublessee will consult and cooperate with Sublessor in the event Sublessee elects not to exercise the Right of First Offer Contract within said thirty (30to Purchase, including providing notice thereof to Master Landlord, so that Sublessor may have an opportunity to do so prior to lapse of same. Notwithstanding anything to the contrary, the foregoing right(s) day periodshall revert exclusively to Sublessor, Sublessee shall have no further right to exercise the same, and Master Landlord’s agreement with respect thereto shall terminate and expire, upon the request earlier to occur of either party(i) August 23, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution 2035 or (ii) Master Landlord’s receipt of a contract with Notice of Termination. Sublessor covenants and agrees not to deliver a third-party purchaser for a sale Notice of ownership interests, Termination to Master Landlord shall have prior to: (i) the right occurrence of an Event of Default by Sublessee (including the expiration of any applicable notice and/or cure periods provided herein) which entitles Sublessor to give a terminate this Sublease; (ii) Sublessee’s receipt of written notice of Sublessor’s election to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such terminate this Sublease; and (iii) the expiration of a sale would constitute a sale period of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after days following Sublessee’s receipt of such notice of election to terminate. Should Sublessor improperly send a Notice of Termination, the same shall constitute an immediate event of default under this Sublease (time being without the benefit of the essence with respect any notice or cure periods otherwise provided for in Section 16.2 above) and Sublessee shall have all rights and remedies available to such response)it hereunder, failing which the transaction shall be deemed not to be a sale subject to this Article 44at law or in equity, including, without limitation, injunctive relief.

Right of First Offer to Purchase. 44.01. Subject to the terms hereof, Tenant shall have a one-time, right of first offer to purchase Landlord's right, title and interest (awhether fee and/or leasehold) If during in each of the initial term of this leasePavilion Building and the Tower Building (the "ROFO to Purchase") on the following terms and conditions: (i) if and when Landlord, Landlord desires in its sole discretion, determines to offer to sell all either or any portion both of the PremisesXxxxx Xxxxxxxx xx Xxxxxxxx Xxxxxxxx 00 (Xxxxxxxx and Tenant hereby acknowledging that Landlord may elect to sell each such Building in separate transactions and that Tenant's ROFO to Purchase would apply to each such transaction, whether but if Landlord elects to sell both such Buildings as part of a single transaction, then Tenant's ROFO to Purchase must be exercised with respect to both or neither of such Buildings) to any unrelated third party on terms acceptable to Landlord, then Landlord shall promptly deliver to Tenant a written offer notice (the "Offer") specifying the terms of any such proposed sale of the Building, which Offer shall accurately identify the purchase price, closing date, type of deed of conveyance (if applicable) and all other relevant material business terms acceptable to Landlord (including, without limitation, if applicable, any financing terms offered in an asset transaction orconnection with the sale, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all etc.); (ii) following Tenant's receipt of said interests relate primarily to Landlord’s interest in the Premises (in either caseOffer, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord Tenant shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within have thirty (30) days after (time being of the Offering Notice is given essence) to Tenant accept or reject the Offer (herein called on the “Option Period”), Tenant shall elect, same terms submitted by Landlord in the Offer) by written notice sent to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires rejects or fails to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “accept such Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon Landlord shall be free to sell the request Building to any party on whatever terms Landlord determines within a period of either one (1) year of the date of such Offer, provided that if the purchase price which Landlord is to sell the Building to such third party is less than 90% of that offered to Tenant, Landlord will resubmit to Tenant a new written offer (the "Re-Offer") on the economic terms then being offered to such party, in which event Tenant shall accept or reject such Re-Offer in the final form of manner provided above for Landlord's Offer; (iii) if Tenant accepts the Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties(or Re-Offer, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interestsif applicable) as provided above, Landlord shall have the right to give a written notice convey to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond purchase, the Building on the terms set forth in such Offer (or Re-Offer, if applicable) and otherwise on any additional terms mutually agreed to any such request of Landlord in a writing signed by both parties within ten (10) Business Days after receipt of same Tenant's notice accepting such Offer (or Re-offer, if applicable); (iv) no reduction or credit in the purchase price to Tenant shall apply for any fit-up made to the Premises or Complex by Tenant or for any other items; (v) intentionally deleted (vi) notwithstanding the foregoing, if an Event of Default by Tenant exists either at the time being it elects to exercise its ROFO to Purchase (or at the time Tenant purchases the Building) hereunder, Landlord shall have the option to rescind such election by Tenant; (vii) this ROFO to Purchase shall not apply to any sale by Landlord to any "related parties" of Landlord (said term to mean any principals or officers of, or any entities affiliated with Landlord, or Landlord's parent company, or any parties Controlled by or any parties under common Control with Landlord, or any divisional entities of Landlord or Landlord's parent or affiliates, or any present or future joint venture partners of or with Landlord, or any parties arising by merger or consolidation with Landlord, or any parties purchasing all or substantially all of Landlord's stock or assets); (viii) Tenant shall not record its ROFO to Purchase in the Stamford Land Records; (ix) this ROFO to Purchase is personal to the named Tenant only (i.e., World Wrestling Entertainment, Inc.) and to any permitted assignee under Section 19.01(c) and shall not apply to any subtenants, successors or assigns of Tenant; (x) this ROFO to Purchase shall not apply if Tenant is not in full occupancy of seventy-five percent (75%) of the essence with respect Premises; and (xi) if Tenant breaches its obligations under this ROFO to Purchase, Landlord may, at Landlord's option, treat such response), failing breach as a default under this Lease and/or seek any other rights or remedies which the transaction shall be deemed not to be a sale subject to Landlord may have at law or in equity. [The remainder of this Article 44.page is intentionally left blank]

Right of First Offer to Purchase. 44.01. (a) If during During the initial term of this leaseLease, Landlord desires if Landlord, at any time, decides to sell all or any portion of the PremisesPremises that Tenant is then occupying, whether in an asset transaction separately or as part of a larger package of properties, or, in substance, as a transfer of ownership interests, directly decides to assign or indirectly, pertaining sublease the entire Ground Lease (related to the PremisesPremises that Tenant is then occupying) for the remainder of its term, in separately or as part of a transaction intended to affect interests in the Premises as distinguished from all or substantially all larger package of Landlord’s and its affiliates’ business interestsproperties (any of these, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the a “Offered PropertySale Transaction”), subject to the provisions of Section 44.03, Landlord shall give first deliver to Tenant a notice (herein called the “Offering Transfer Notice”) offering that describes the basic terms of the transaction that Landlord desires to sell undertake (the Offered Property to Tenant at “Proposed Transaction”), the purchase price that Landlord will accept in connection with the Proposed Transaction (the “Offer Desired Price”), and the material terms and conditions of the Proposed Transaction. Tenant shall have [***] days after receipt of a Transfer Notice to deliver a written notice (the “Acceptance Notice”) to Landlord, pursuant to which Acceptance Notice Tenant agrees to engage in the entire Proposed Transaction (and not merely for properties that are a part of this Lease) at the Desired Price and upon the terms and conditions set forth in the Transfer Notice. The Transfer Notice may contain, at Landlord’s option, the actual proposed purchase and sale agreement (“PSA”). If Tenant delivers to Landlord an Acceptance Notice within the [***] day period, then Landlord and Tenant shall use their good faith efforts during the [***] days following [***] to reach agreement on the terms of a Purchase and Sale Agreement with respect to the property described in the Transfer Notice on the terms and conditions contained thereinset forth in the Transfer Notice and on such other terms and conditions as are customary in the market at that time. Within thirty (30) days after the Offering Notice is given The form of PSA provided by Landlord to Tenant shall provide Tenant with not fewer than [***]. Tenant’s acquisition shall be subject to Tenant’s required corporate approval of the transaction, however, any such approvals shall be obtained and delivered to Landlord in writing not later than the Acceptance Notice. If Tenant fails to timely provide an Acceptance Notice, Landlord may sell the property described in the Transfer Notice to any other party so long as the price not less than ninety-five percent (herein called 95%) of the “Option Period”)Desired Price; provided, however, that if Landlord desires to sell such property for a purchase price less than ninety- five percent (95%) of the Desired Price, then Landlord shall deliver to Tenant an additional Transfer Notice (with the revised Desired Price) whereupon Tenant shall elect, by notice have the right and option to Landlord, to either (i) purchase the Offered Property property set forth in the Transfer Notice for the revised Desired Price, pursuant to the procedures set forth above. If Tenant fails to provide an Acceptance Notice within the applicable period and Landlord subsequently consummates the Proposed Transaction substantially on the terms contained in the Offering Transfer Notice and for a price not less than ninety-five percent (without any substantive change whatsoever95%) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Desired Price, Tenant’s electionrights hereunder shall automatically terminate. Notwithstanding anything in the foregoing to the contrary, at Landlord’s option, and any failure by in addition to all of Landlord’s remedies under the Lease, at law or in equity, the Right of First Offer to Purchase hereinabove granted to Tenant to notify Landlord of its election shall not be deemed to be an election properly exercised and shall terminate if any of the following events occur or any combination thereof occur: (i) Tenant is in default of the performance of any of the covenants, conditions or agreements to refusebe performed under the Lease beyond applicable notice and cure periods; and/or (ii) [***] (iii) Tenant has failed to exercise properly this Right of First Offer to Purchase in a timely manner in strict accordance with the provisions of this Section. Tenant’s Right of First Offer to Purchase is personal to Intuit Inc, and a waiver may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than Intuit Inc, and shall only be available to and exercisable by Intuit Inc [***]. Tenant hereby agrees that it will solely be responsible for any and all brokerage commissions and finder’s fees payable to Xxxxx Xxxx LaSalle or any broker representing Tenant in connection with the Right of First Offer to Purchase described herein, and Tenant’s rightexercise of the same, to purchase the Offered Property in response to such Offering Notice (but not a waiver of and Tenant shall indemnify, defend and hold Landlord free and harmless against any other rights that liability, claim, judgment, or damages with respect thereto, including attorneys’ fees and costs. Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted responsible for any and all brokerage commissions and finder’s fees payable to revoke any broker representing Landlord in connection with the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires Right of First Offer to purchase the Offered Propertydescribed herein, Tenant and Landlord shall enter into a purchase agreementindemnify, the form of which shall be negotiated in good faith by the parties defend and must include the terms set forth in the Offering Notice hold Tenant free and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Periodharmless against any liability, claim, judgment or damages with respect thereto including attorneys’ fees and costs. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract sales or other transfers may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior made to the execution following persons/entities without any such sale or transfer being a “Sale Transaction” as set forth above (such that the same does not trigger the Right of First Offer to Purchase): (i) testamentary or inter vivos transfers to any partner of Landlord, or to the issue of any ancestors of any deceased or living partner of Landlord; and/or (ii) to a trust or other entity whose life or term beneficiaries or owners consist of a contract with a third-party purchaser for a sale spouse, ancestor and/or issue of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale any ancestors of the Offered Property as contemplated by the first sentence any deceased or living partner of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44Landlord.

Right of First Offer to Purchase. 44.01. 24.1 In addition to the Options described in Article 23 of this Lease (aand any comparable Option relating to the Xxxxx Premises or the Xxxxx Unit, as set forth in the Xxxxx Lease), the Tenant (and Xxxxx) If shall each have a right of first offer (“ROFO”) to purchase their respective units, prior to the Project being offered for sale to any third party at any time during the initial term Term. This right of this lease, Landlord desires to sell all or any portion of first offer and the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests comparable right in the Premises as distinguished from all or substantially all Xxxxx Lease shall expire if the Project is foreclosed upon by any Mortgagee. Pursuant to such rights of Landlord’s and its affiliates’ business interestsfirst offer, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give simultaneously notify the Tenant a notice (herein called the “Offering Notice”) offering and Xxxxx of its intention to sell the Offered Property to Tenant at Project, and the purchase price (the “Offer Landlord ROFO Price”) and on terms (the “Landlord Terms”) that Landlord would accept for the Project (the “ Landlord Offer”) and the Tenant Unit and the Xxxxx Unit (in each case determined by multiplying Landlord ROFO Price by the Tenant Percentage Interest and the Xxxxx Percentage Interest). The Tenant (and Xxxxx) shall have forty five (45) days after receipt of such notice to accept such offer to purchase the Tenant Unit (or the Xxxxx Unit, as the case may be) in writing or submit an alternative written offer to purchase the Tenant Unit at a specified price and terms and conditions contained therein(the “Tenant Offer”). Within thirty forty-five (3045) days after the Offering Notice is given to exercise by Tenant (herein called or Xxxxx, as applicable) of the “Option Period”)ROFO, Landlord will submit to Xxxxx and Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or proposed Condominium Documents, (ii) refuse to purchase the Offered Property as herein providedproposed Condo Parking Lease and (iii) a Notice of the Condo Parking Lease in recordable form. Time Such Condominium Documents, Condo Parking Lease and Notice of the Condo Parking Lease shall be subject to the approval of the essence with respect to Tenant and Xxxxx, each of which approvals will not be unreasonably withheld or delayed. If the Tenant accepts the Landlord Offer or if the Tenant submits the Tenant Offer and such the Tenant Offer is accepted by Landlord or Tenant as the case may be, and the Tenant’s electionpurchase of the Tenant Unit shall close within one hundred eighty (180) days after the date of such acceptance, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). at which time Landlord shall not be permitted deliver to revoke Tenant good and clear record and marketable title to the Offering Tenant Unit, subject only to the Condominium Documents, Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord of Condo Parking Lease and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering NoticePermitted Exceptions hereunder. If such Tenant desires to purchase Offer is rejected by Landlord or the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) does not submit an offer within such forty five (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (3045) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right thereafter to give enter into an agreement to sell the Project to any other party within six (6) months of the earlier of (i) Landlord’s receipt of the Tenant Offer or (ii) expiration of said forty-five (45 day) period, in all events (x) at a written notice price of not less than 95% of the Landlord ROFO Price and pursuant to Tenanta bona fide offer from a third party on substantially the same terms and conditions as the Landlord Terms, requesting that or (y) at any price, if the Tenant advise Landlord as to whether does not timely submit the Tenant believes that such Offer. This ROFO shall be a sale would constitute a so-called “evergreen” right of first offer which shall survive the sale of the Offered Property Project or either Unit and be binding on successors and assigns. Without limitation, if Xxxxx fails to exercise its Right of First Offer on the Xxxxx Unit as contemplated by described in this Section, or once having exercised such right fails to close in a timely manner, the first sentence of this Section 44.01(a), and Tenant shall respond to any such request have a Right of Landlord within ten (10) Business Days after receipt of same (time being of First Offer on the essence with respect to such response)Xxxxx Unit, failing which the transaction shall be deemed not to be a sale subject to Xxxxx’x continuing Right of First Offer on the Xxxxx Unit, if any. If the Tenant fails to exercise its Right of First Offer on the Tenant Unit as described in this Article 44Section, or once having exercised such right fails to close in a timely manner, Xxxxx shall have a Right of First Offer on the Tenant Unit, subject to the Tenant’s continuing Right of First Offer on the Tenant Unit.

Right of First Offer to Purchase. 44.01. (a) If The Tenant shall have a one-time right of first offer to purchase the Leased Premises that if during the initial term Term of this leaseLease and any renewals, the Landlord desires wishes to sell all or any portion of the Leased Premises, whether in an asset transaction orit shall first, in substancebefore any such sale, as deliver a transfer of ownership interests, directly or indirectly, pertaining notice to this effect (the “Sale Notice”) to the Premises, in a transaction intended Tenant. The Sale Notice shall contain an offer to affect interests sell the Leased Premises to the Tenant on terms set out in the Premises as distinguished from all or substantially all of Landlord’s Sale Notice (such price and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein terms being called the “Offered PropertySale Terms”). The Sale Terms shall include the Landlord’s requested price, subject amount of deposit required, proposed closing date (which shall be between 60 and 120 days), whether the Landlord is prepared to the provisions accept a mortgage back in partial satisfaction of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price and the interest rate and the term of such mortgage to be assumed in part satisfaction the purchase price, and any other information reasonably necessary to permit the Tenant to prepare an offer to purchase the Leased Premises. Thereupon, the Tenant may, within the 15 day period after receipt of the Sale Notice (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), ) deliver an offer to purchase incorporating the Sale Terms. If before the end of the Option Period the Tenant shall elect, by notice fails to Landlord, elect to either (i) purchase accept the Offered Property on the terms offer contained in the Offering Notice (without any substantive change whatsoever) Sale Notice, or (ii) refuse the Tenant advises the Landlord in writing that it does not wish to purchase accept the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those offer contained in the Offering Sale Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give offer the Leased Premises for sale to a written notice third party and accept any purchase price and thereafter this right of first offer to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction purchase shall be deemed not null and void and the Landlord will be released from any further obligation to be a sale subject offer the Leased Premises to this Article 44the Tenant.

Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires to sell all or offer the Project as defined in Article 1(b) hereof for sale, then provided that an Event of Default, shall not have occurred beyond any portion applicable cure period within the twelve month period prior thereto, before entering into a negotiation, for the sale of the PremisesProject, whether and only the Project, with any other party, Landlord shall give notice to Tenant of Landlord's desire to sell the Project (a "Sale Notice"), stating therein the essential terms of sale proposed by Landlord (the "Essential Terms"). If within ten (10) days after Landlord's delivery of a Sale Notice or Second Sale Notice as the case may be, Tenant gives Landlord notice of Tenant's desire to purchase the Project on the Essential Terms, then Landlord and Tenant shall, reasonably and in an asset transaction orgood faith, negotiate the terms of a mutually acceptable purchase and sale agreement for the Project. Tenant's failure, within such ten (10) day period, time being of the essence, to accept the terms set forth in substancethe Sale Notice or Second Sale Notice, as the case may be, shall constitute Tenant's election to waive its right of first offer to purchase the Project. If within fifteen (15) days after Landlord's delivery of the Sale Notice, Landlord and Tenant have not executed and delivered a transfer mutually acceptable purchase and sale agreement or if Tenant shall be deemed to have waived its right of ownership interestsfirst offer, directly or indirectly, pertaining Tenant shall have no further right with regard to the Premisespurchase of the Project under the Essential Terms and Landlord shall be free to effect such sale of the Project as Landlord shall determine; provided, in however, if Landlord proposes to accept an offer with a transaction intended purchase price less favorable to affect interests in Landlord than the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03Essential Terms, Landlord shall give Tenant a further sale notice (herein called "Second Sale Notice"), stating therein the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) new terms, and Tenant's right of first offer, on the new terms specified by Landlord in such Second Sale Notice, shall again be effective, subject again to the same notice requirements and conditions contained thereintime limitations as are provided above in this Section. Within thirty In the event either Tenant fails to respond to the Second Sale Notice within the requisite time period or Landlord and Tenant are unable to agree on a purchase and sale agreement within fifteen (3015) days after the Offering Notice is given to Tenant (herein called the “Option Period”)days, Tenant shall elect, by notice have no further right with regard to Landlord, to either (i) the purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant Project and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able free to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute effectuate a sale of the Offered Property as contemplated Project under any terms. It is expressly agreed and understood that the rights set forth in this Article shall not apply in the event the Project is included in the sale of any other real estate holding(s) owned by Landlord or its affiliates. It is understood and agreed that the aforesaid right of first sentence offer to purchase is personal to the originally-named Tenant herein, or its affiliate (including any officer or director of Tenant and any entity controlling, controlled by or under common control with such Tenant which may receive an assignment of this Section 44.01(a)Lease in accordance with subsection 12(e) hereof) and is not transferable under any circumstances, and Tenant shall respond apply (unless and until waived as aforesaid, and not thereafter) only during the Term hereof, as the same may have been extended, and only if no Event of Default shall have occurred beyond any applicable cure period in the twelve month period prior thereto. It is further understood and agreed that the aforesaid right of first offer to purchase shall in no event be triggered by or be applicable to a sale or transfer by Landlord to any such request party controlling, controlled by or under common control with Landlord or in connection with any merger, reorganization or other business combination of Landlord within ten or involving Landlord. The parties expressly acknowledge and agree that the Broker (10as defined in subsection 1(k) Business Days after receipt hereof) shall not be entitled to receive any fee or commission in connection with the consummation of same (time being any sale of the essence with respect Project (or part thereof) to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44Tenant.

Right of First Offer to Purchase. 44.01. (a) If Subject to the provisions of this Article 32, Tenant shall have a right of first offer to acquire the Premises. If, at any time during the initial term of this leaseTerm, Landlord desires to sell or lease the Premises through a transaction which is a Disposition, or the entity or entities (“Equity Holder”) holding all or any portion of the Premisesoutstanding membership interests in 000 Xxxx Xxxxxx, whether in an asset transaction or, in substance, as a LLC (“Membership Interests”) desire to transfer of ownership interests, directly or indirectly, pertaining to the Premises, in Membership Interests through a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03which is a Disposition, Landlord shall give to Tenant a notice (herein called the “Offering "Disposition Notice”") offering that Landlord desires to sell or lease the Premises or that the Equity Holder desires to sell the Offered Property Membership Interests, as the case may be. Landlord shall give the Disposition Notice at any time prior to the date on which (i) Landlord transfers fee title to a third party in a transaction which is a Disposition, or (ii) Landlord enters into a lease agreement for the Premises with a third party in a transaction which is a Disposition, or (iii) Equity Holder assigns the Membership Interests to a third party in a transaction which is a Disposition. The Disposition Notice shall specify the material terms and conditions upon which Landlord would be willing to sell or lease the Premises or upon which Equity Holder would sell the Membership Interests, as the case may be. Tenant shall then have the right to either purchase the Premises, lease the Premises, or purchase the Membership Interests (as the case may be), at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) Disposition Notice; such right to be exercised by Tenant by notice to Landlord (the “Offer ContractElection Notice”)) given within twenty (20) calendar days after Tenant’s receipt of the Disposition Notice. A failure to exercise such right by notice given within such twenty (20) day period shall conclusively be deemed an election by Tenant not to purchase or lease the Premises or purchase the Membership Interests, as the case may be. The Offer Contract must be entered into within thirty term “Waiver Date” as used herein means the earlier to occur of (30i) days following the expiration of date on which Tenant notifies Landlord that it elects not to purchase or lease the Option Period. Notwithstanding Premises, or not to purchase the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day periodMembership Interests, upon the request of either partyterms specified in the Disposition Notice, and (ii) the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to twentieth (20th) day after Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale ’s receipt of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44Disposition Notice.

Right of First Offer to Purchase. 44.01During the Term of the Lease (including any extensions or renewals thereof), Tenant will have an ongoing right to purchase the Premises as set forth below (“ROFO”). The option set forth in this Section 34 is personal to Ionis Pharmaceuticals, Inc. and may not be exercised by any other assignee or sublessee except in the event of a Permitted Transfer. If either (ax) If during Landlord determines to sell the initial term of this leasePremises to an unaffiliated buyer or (y) Landlord receives an unsolicited offer to sell the Premises to an unaffiliated potential buyer and Landlord wishes to either accept such offer or make a counter-offer to such potential buyer, Landlord desires shall notify Tenant of same, setting forth the essential terms of the sale (i.e., price, payment terms, “AS IS” or other condition of property, due diligence conditions, title and other contingencies, allocation of prorations and closing costs, and closing date) (“ROFO Notice”). Within ten (10) business days of receipt of Landlord’s ROFO Notice, Tenant may deliver to sell all or any portion Landlord a notice of Txxxxx’s election to purchase the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice Landlord’s ROFO Notice, except that Tenant shall not have any due diligence contingency in recognition of Tenant’s use and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration occupancy of the Option PeriodPremises. Notwithstanding the foregoing, if the parties are not able to agree upon a final form in no event shall any of the Offer Contract within said thirty following permit Tenant to exercise its rights pursuant to this Section 34: (30i) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property Premises as contemplated part of a transaction involving more than one project owned by Landlord or its Affiliates and provided the first sentence of this Section 44.01(a)sale includes one or more buildings comparable in size to the Premises, and Tenant shall respond to any such request (ii) a merger or acquisition of Landlord within ten into or by another entity, or (10iii) Business Days after receipt the sale or transfer of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44any direct or indirect interest in Landlord.

Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction and if Tenant fails to respond to such request within said ten (10) Business Day period, such contemplated sale of ownership interests shall not be deemed not to be constitute a sale subject to of the Offered Property as contemplated by the first sentence of this Article 44Section 44.01(a)).

Right of First Offer to Purchase. 44.01. (a) If during Prior to Lessor accepting any offer to purchase the initial term of this lease, Landlord desires to sell all Premises or any portion of individual Expansion Property or the PremisesExpansion Land or any part thereof, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining prior to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering Lessor making any offer to sell the Offered Premises or any individual Expansion Property or the Expansion Land or any part thereof, Lessor shall give Lessee written notice of such offer and shall include in such notice the price and terms of sale and a statement that Lessor is willing to Tenant sell at the purchase that price (the “Offer Price”) and on those terms of sale. Lessee shall have the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”)option, Tenant shall elect, which may be exercised by written notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without Lessor at any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into time within thirty (30) days following from the expiration receipt of the Option PeriodLessor's notice. Notwithstanding the foregoing, if the parties are not able to agree upon a final form to purchase at the price and on the terms of sale specified in the notice to Lessee, provided, however, that if such terms provided for an exchange of property as part of the Offer Contract purchase of the Premises, Lessee shall purchase the property to be exchanged upon the terms and at the price specified in the notice and thereafter exchange such property in exchange for the Premises or any individual Expansion Property or the Expansion Land on the basis specified in the notice. If Lessee fails to exercise its option within said thirty (the 30) -day period, upon Lessor shall have 270 days thereafter to sell at the request price and on the terms of either partysale specified in the notice to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the final form Premises or any individual Expansion Property or the Expansion Land to a third party on terms more favorable to the third party buyer than the terms set forth in Lessor's notice, then Lessor must re-offer the Premises or any individual Expansion Property or the Expansion Land to Lessee on the same terms and conditions offered to the third party buyer ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to buy the Premises or any individual Expansion Property or the Expansion Land. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or any individual Expansion Property or the Expansion Land to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days after which Lessee's Right of First Offer Contract may to Purchase shall again be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances effect for the parties, at any time prior to Premises or individual Expansion Property or the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44Expansion Land .

Right of First Offer to Purchase. 44.01. Prior to Lessor accepting any offer to purchase the Premises (a) If during the initial term of this lease, Landlord desires to sell all or any portion of buildings under Lease), or prior to Lessor making any offer to sell the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord Lessor shall give Tenant Lessee written notice of such offer and shall include in such notice the price and terms of sale and a notice (herein called the “Offering Notice”) offering statement that Lessor is willing to sell the Offered Property to Tenant at the purchase that price (the “Offer Price”) and on those terms of sale. Lessee shall have the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”)option, Tenant shall elect, which may be exercised by written notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without Lessor at any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into time within thirty (30) days following from the expiration receipt of the Option PeriodLessor’s notice to agree to purchase at the price and on the terms of sale specified in the notice to Lessee, provided, however, that if such terms provided for an exchange of property as part of the purchase of the Premises, Lessee shall cooperate with Lessor provided Lessee assumes no liability and has no additional costs as a result of its cooperation with Lessor on exchange. If Lessee fails to exercise its option within the 30-day period, Lessor shall have 270 days thereafter to sell at the price and on the terms of sale specified in the notice to Lessee. If Lessor elects, within 270 days of Lessor’s notice, to sell the Premises to a third party on terms more favorable to the third party buyer than the terms set forth in Lessor’s notice, then Lessor must re-offer the Premises to Lessee on the same terms and conditions offered to the third party buyer (“Lessor’s Second Notice to Sell”). Lessee shall have five (5) business days from Lessee’s receipt of Lessor’s Second Notice to elect to buy the Premises. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises to the third party on the terms and conditions set forth in Lessor’s Second Notice to Sell or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor’s Second Notice for a period of 270 days after which Lessee’s Right of First Offer to Purchase shall again be in effect for the Premises. If Lessor does not sell the Premises during the period stated above, Lessor will re-offer the Premises to Lessee before offering the Premises to any other purchaser in the future on the above terms. Notwithstanding the foregoingabove, if Lessor will not be obligated to offer the parties are not able Premises to agree Lessee upon a final form of the Offer Contract within said thirty (30) day period, sale to Mission West Properties or its affiliates or upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interestsover 1,000,000 square feet of space owned or controlled by Lessor or Lessor’s affiliates and in the event of such sale, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence Section 41 of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction Lease shall be deemed not to be a sale subject to this Article 44null and void.