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

Right of First Offer to Purchase. Provided that Tenant is not, at the time of exercise, in material default of any provision of this Lease or the lease of that certain building in Madrone Business Park known as Building L, Tenant shall have the right of first offer to purchase the Property, any other property leased by Tenant from Landlord at Madrone Business Park, and/or Parcel M (the "Expansion Parcel") on the following terms and conditions. If at any time during the Term of this Lease Landlord elects to sell the Property or any other property leased by Tenant from Landlord at Madrone Business Park, or if at any time after February 28, 2003, Landlord elects to sell the Expansion Parcel, Landlord shall notify Tenant which of the foregoing properties Landlord is offering for sale (the "Offered Property") and the terms and conditions upon which Landlord would be willing to sell the Offered Property ("Landlord's Notice"). Tenant shall have thirty (30) days after receipt of Landlord's Notice to notify Landlord in writing of Tenant's election to purchase the Offered Property on the terms stated in Landlord's Notice. If Tenant notifies Landlord within such 30-day period of Tenant's desire to purchase the Offered Property on such terms, Landlord and Tenant shall enter into a purchase and sale agreement for the Offered Property on the terms and conditions stated in Landlord's Notice. If, however, Tenant fails to notify Landlord of Tenant's election to purchase the Offered Property within such 30-day period or, if Landlord and Tenant, through no fault of Landlord, fail to execute a purchase and sale agreement within thirty (30) days after the date of Tenant's notice to Landlord, Tenant shall be deemed to have waived its right to purchase the Offered Property and Landlord shall have the right thereafter to offer the Offered Property for sale and to sell the Offered Property to any third party on substantially the terms stated in Landlord's Notice without further notice to Tenant. This right of first offer to purchase is personal to Media Arts Group, Inc., its subsidiaries and successors and shall not be transferred or assigned to any third party.

Right of First Offer to Purchase. Provided Notwithstanding anything herein to the contrary, if Tenant timely provides Landlord with the Sale Notice (as defined in that Tenant is notcertain Agreement of Purchase and Sale dated of even date herewith between Landlord and Seller ["Purchase Agreement"]), at the time of exerciseand Landlord determines, in material default of any provision of this Lease or its sole and absolute discretion, that Landlord would like to sell the lease of that certain building in Madrone Business Park known as Building LBuilding, then Landlord shall offer to Tenant shall have the right of first offer to purchase the Property, any other property leased by Tenant from Landlord at Madrone Business Park, and/or Parcel M (the "Expansion Parcel") Building on the following terms and conditions. If at any time during the Term of this Lease Landlord elects to sell the Property or any other property leased by Tenant from Landlord at Madrone Business Park, or if at any time after February 28, 2003, Landlord elects to sell the Expansion Parcel, Landlord shall notify Tenant which of the foregoing properties Landlord is offering for sale (the "Offered Property") and the same terms and conditions upon which Landlord would be willing to sell the Offered Property as set forth in this Addendum ("Landlord's NoticePurchase Offer"). Such Purchase Offer shall be made by Landlord to Tenant in a written notice (hereinafter called the ("Purchase Offer Notice") which offer shall have thirty designate that Landlord is selling the Building. Tenant may accept the offer set forth in the Purchase Offer Notice by delivering to Landlord an unconditional acceptance (30hereinafter called Tenant's Purchase Notice") of such offer within ninety (90) days after receipt delivery by Landlord of Landlord's the Purchase Offer Notice to notify Landlord in writing Tenant. Time shall be of the essence with respect to the giving of Tenant's election to purchase the Offered Property on the terms stated in Landlord's Purchase Notice. If Tenant notifies Landlord within such 30-day period of Tenant's desire to purchase the Offered Property on such terms, Landlord and Tenant shall enter into a purchase and sale agreement for the Offered Property on the terms and conditions stated in Landlord's Notice. If, however, Tenant does not accept (or fails to notify timely accept) the Purchase Offer made by Landlord pursuant to the provisions of Tenant's election this Addendum with respect to purchase the Offered Property within Building designated in the Purchase Offer Notice, then the Purchase Offer and the Purchase Option set forth in this Addendum shall terminate and be null and void. If Tenant does timely accept such 30-day period orRIGHT OF FIRST OFFER ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED JUNE 16, if Landlord 1997, BETWEEN STUART ENTERTAINMENT, INC. and Tenant, through no fault of Landlord, fail to execute a purchase and sale agreement within thirty (30) days after the date of Tenant's notice to Landlord, Tenant shall be deemed to have waived its right to purchase the Offered Property and Landlord shall have the right thereafter to offer the Offered Property for sale and to sell the Offered Property to any third party on substantially the terms stated in Landlord's Notice without further notice to Tenant. This right of first offer to purchase is personal to Media Arts Group, Inc., its subsidiaries and successors and shall not be transferred or assigned to any third party.SCI DEVELOPMENT SERVICES INCORPORATED

Right of First Offer to Purchase. Provided that Tenant is not, at the time of exercise, not in material default of any provision of this Lease or at the lease time of that certain building in Madrone Business Park known as Building Lexercise, Tenant shall have the right of first offer to purchase the Property, Property or any other property leased by Tenant from Landlord at Madrone Business Park, and/or Parcel M (the "Expansion Parcel") on the following terms and conditions. If at any time during the Term of this Lease Landlord elects to sell the Property or any other property leased by Tenant from Landlord at Madrone Business Park, or if at any time after February 28, 2003, Landlord elects to sell the Expansion Parcel, Landlord shall notify Tenant which of the foregoing properties Landlord is offering for sale (the "Offered Property") and the terms and conditions upon which Landlord would be willing to sell the Offered Property ("Landlord's Notice"). Tenant shall have thirty (30) days after receipt of Landlord's Notice to notify Landlord in writing of Tenant's election to purchase the Offered Property on the terms stated in Landlord's Notice. If Tenant notifies Landlord within such 30-day period of Tenant's desire to purchase the Offered Property on such terms, Landlord and Tenant shall enter into a purchase and sale agreement for the Offered Property on the terms and conditions stated in Landlord's Notice. If, however, Tenant fails to notify Landlord of Tenant's election to purchase the Offered Property within such 30-day period or, if Landlord and Tenant, through no fault of Landlord, fail to execute a purchase and sale agreement within thirty (30) days after the date of Tenant's notice to Landlord, Tenant shall be deemed to have waived its right to purchase the Offered Property and Landlord shall have the right thereafter to offer the Offered Property for sale and to sell the Offered Property to any third party on substantially the terms stated in Landlord's Notice without further notice to Tenant. This right of first offer to purchase is personal to Media Arts Group, Inc., its subsidiaries and or successors and shall not be transferred or assigned to any third party.

Right of First Offer to Purchase. Provided that Tenant is not, at the time of exercise, in material default of any provision of this Lease or the lease of that certain building in Madrone Business Park known as Building L, Tenant shall have the right a Right of first offer First Offer to purchase the PropertyProperty commonly known as 00000-00000 Xxxxx Xxxx., any other property leased by Tenant from Landlord at Madrone Business ParkSan Leandro, and/or Parcel M CA consisting of approximately eighteen thousand two hundred sixty four (the "Expansion Parcel"18,264) on the following terms and conditionsrentable square feet. If at any time during the Term of this Lease Landlord elects to sell the Property or any other property leased by Tenant from Landlord at Madrone Business Park, or if at any time after February 28, 2003, Landlord elects to sell the Expansion Parcel, Landlord shall notify Tenant which Tenant, in writing, of the foregoing properties Landlord is offering date when said Property will become available for sale (the "Offered Property") purchase and the terms and conditions upon under which Landlord would be willing to sell said Property. Tenant shall then have five (5) business days after receipt of notice to notify Landlord of its intent to enter into negotiations for a purchase, under the Offered Property ("terms outlined in Landlord's Noticenotification letter and under such other terms and conditions as may be reasonably satisfactory to Landlord. Said negotiations of the terms and conditions of a sale of the Property must be mutually agreed upon and completed within thirty (30) days of Landlord's receipt of Tenant's written notice of intent. In the event Landlord does not receive written notice within said five (5) day period, then this Right of First Offer shall expire and Landlord shall be free to sell the Property to another party and this Section shall be rendered null and void. Failure of Landlord to notify Tenant of the sale of the Property shall in no way constitute failure, breach or default of this Lease. This Right of First Offer is personal to Xxxxx, CRL Systems, Inc. and is not transferable or assignable in any form or manner. Nothing contained in this Section shall be construed as giving Tenant an option or a first refusal to purchase the Property. Landlord shall not sell or agree to sell the Property without first offering the Property to Tenant in accordance with the terms hereof. The word "sell" shall not include a conveyance or transfer by gift, bequest, or inheritance, or Landlord's hypothecation or encumbrance of the Property. Before Landlord sells or agrees to sell the Property to a third party, Landlord shall offer ( the "First Offer") to sell the Property to Tenant, in writing and on terms and conditions substantially similar to those proposed for the sale of the Property to any third party. The First Offer shall, at a minimum, include the following information: (A) the purchase price; (B) the method of purchase price payment; (C) the amount and terms of any proposed Landlord financing in connection with the proposed sale; (D) the amount of any xxxxxxx money deposit; (E) the time and location for the close of escrow; and (F) the other material terms and conditions of the proposed sale of the Property. Landlord shall have twenty (20) days from the date of the First Offer to accept the First Offer (the "Acceptance Period") by delivering to Landlord the acceptance on or before 5:00 p.m. on the last day of the Acceptance Period. If Tenant fails to accept the First Offer on or before the last day of the Acceptance Period, the First Offer shall be deemed rejected. If Tenant responds to the First Offer with anything other than an unequivocal, unconditional acceptance or rejection, the right of first offer shall terminate and the response shall be deemed an offer to purchase the Property on the terms and conditions in the response (the "Counter Offer"). Landlord shall be entitled to accept or reject the Counter Offer at Landlord's sole discretion. If the Counter Offer is rejected, Landlord shall have no further obligations under this Section 18 and Landlord shall have the right to sell the Property to a third party. If Tenant accepts the First Offer, Tenant shall have sixty (60) days following acceptance of the First Offer (the "Closing Period") to consummate the purchase of the Property pursuant to the terms and conditions of the First Offer. If Tenant fails to consummate the purchase of the Property within the Closing Period, any xxxxxxx money paid by Tenant pursuant to the acceptance shall be paid to Landlord as Landlord's liquidated damages, and the agreement to purchase the Property together with Tenant's rights under this Section 18 shall be terminated. After the termination, Landlord shall be free to enter into an agreement concerning the sale of the Property with any third party on whatever terms Landlord may choose without further obligation under this Section 18. If after Tenant rejects the First Offer, Landlord negotiates with a third party and Landlord is otherwise willing to enter into an agreement with that party on terms substantially less favorable to Landlord than those contained in the First Offer, then Landlord shall again offer to sell the Property to Tenant on those new terms by giving Tenant written notice (the "Second Offer"). Tenant shall have thirty five (305) business days after from receipt of Landlord's Notice the Second Offer to notify Landlord in writing of Tenant's election to purchase accept the Offered Property on the terms stated in Landlord's Noticenew terms. If Tenant notifies fails to accept the new terms or rejects the new terms in writing, Landlord within such 30-day period of Tenant's desire shall be free to purchase consummate the Offered Property on such transaction with the third party. If Tenant accepts the new terms, Landlord and then Tenant shall enter into a purchase and sale agreement for immediately consummate the Offered Property transaction with Landlord on the terms and conditions stated specified in Landlord's Noticethe Second Offer. If, however, Tenant fails to notify Landlord The consummation shall be the later of Tenant's election to purchase the Offered Property within such 30-day period or, if Landlord and Tenant, through no fault of Landlord, fail to execute a purchase and sale agreement within thirty time specified for consummation in the Second Offer or sixty (3060) days after following the date of Tenant's notice the Second Offer. The First Offer Right will not apply to Landlord, Tenant shall be deemed a first deed of trust or first mortgage given by Landlord to have waived its right to purchase a lender in good faith and for value or in the Offered Property event of any judicial or non judicial foreclosure and Landlord shall have the right thereafter to offer the Offered Property for resultant sale and to sell purchase thereunder or any deed in lieu thereof. It is the Offered Property to any third party on substantially intent of the terms stated in Landlord's Notice without further notice to Tenant. This right of first offer to purchase is personal to Media Arts Group, Inc., its subsidiaries and successors and parties hereto that the First Offer Right shall not be transferred preclude or assigned in any way hinder the ability of Landlord to secure financing or any third partylender holding a first deed of trust or first mortgage given in good faith and for value in recognizing its remedies thereunder.