Common use of Right of First Offer Clause in Contracts

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.

Right of First Offer. So long as this Agreement is still In the event the Owner Participant desires to sell, lease, convey or otherwise transfer some or all of its Beneficial Interest other than to an Affiliate of the Owner Participant (other than in full force and effect and there then exists no connection with the exercise of remedies following a Lease Event of Default) prior to the expiration of the Facility Lease Term, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord the Owner Participant must first shall offer to sell such Beneficial Interest to the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms Facility Lessee on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions set forth in Landlord’s Offer Notice this Section 16.1. Such offer shall be made to the Facility Lessee in the form of a proposed term sheet, which proposed term sheet shall include an outline of the price and of the terms, conditions and provisions upon which the Owner Participant would be willing to transfer such other terms as are necessary for Beneficial Interest or any part thereof. The Facility Lessee will thereafter have the transaction right within a period of forty-five (45) days from and agreed after the receipt by the partiesFacility Lessee of such proposed term sheet to notify the Owner Participant of its intent to exercise its right to purchase hereunder. If the Facility Lessee elects to exercise the right provided in the preceding sentence, acting reasonablyit shall within sixty (60) days of such notice purchase, and the Owner Participant shall sell, the Beneficial Interest on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the forty-five (45) day period or does not purchase the Beneficial Interest within sixty (60) days of such notice, the Owner Participant will be free to so sell, lease, convey or otherwise transfer such Beneficial Interest, or a portion thereof, at a price no less than the price set forth in the proposed term sheet and on terms and conditions, taken as a whole, that, other than in an immaterial respect, are no less favorable to the Owner Participant than the terms and conditions set forth in the proposed term sheet, unless the failure to purchase the Beneficial Interest within sixty (60) days is attributable to the Owner Participant. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, that the terms or conditions are revised in any way that the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance price is reduced or any of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale and conditions thereof, taken as a whole change the agreement for sale, lease, conveyance or transfer such that the terms and conditions of any such subsequent transaction are less favorable, other than in an immaterial respect, to the Owner Participant, the Owner Participant must again comply with the notice and acceptance provisions of this Section 16.1. It is understood and agreed among the parties hereto that the transaction contemplated by this Section 16.1 shall be substantially not effect a merger of the same or better for Landlord than the proposed terms contained Facility Lessee’s ownership interest in the Offer Notice. TenantFacility and the Facility Site with the Owner Lessor’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainInterest.

Right of First Offer. So long as this Agreement is still in full force (a) Commencing immediately after the consummation of the Distribution, and effect prior to the second anniversary of the Distribution Date, Harcourt General shall not, and there then exists no Event shall not permit any Subsidiary to, sell, exchange or transfer ("Transfer"), other than to a direct or indirect wholly owned Subsidiary of DefaultHarcourt General, if Landlord intends Neiman Marcus or pursuant to solicit offersa bona fide merger, or to accept an unsolicited tender offer, exchange offer, consolidation or other similar transaction in which the opportunity to purchase its fee interest or leasehold interest Transfer shares is made available on the same basis to all holders of Class A Common Stock, a number of shares of Class A Common Stock in any Property60-day period representing 5% or more of the outstanding shares of Class A Common Stock and Class B Common Stock, Landlord first taken together, unless Harcourt General shall offer have given to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant Neiman Marcus at a price to be identified by Landlord in such offer least ten days' prior written notice (the “Offer "Right of First Offer") that it or its Subsidiary is considering effecting such a Transfer (a "Transferor's Notice”"). Such notice shall state (i) the number of shares of Class A Common Stock that Harcourt General or its Subsidiary may Transfer (the "Offered Securities") and (ii) the price, if applicable, at which Harcourt General or its Subsidiary would be willing to Transfer the Offered Securities, other than in a "block trade" or other public offering (a "Public Sale"), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property including to a third party within two hundred seventy (270) days following delivery the "Private Price"), and/or if Harcourt General or its Subsidiary anticipates the possibility of a Transfer of such shares in a Public Sale, a statement to such effect. Upon receipt of the Transferor's Notice, Neiman Marcus, acting through its Board of Directors, shall have ten days (the "Offer Period") to elect to purchase the Offered Securities at a price in cash equal to (x) the Private Price or (y) if no Private Price has been stated by Harcourt General, the closing price on the New York Stock Exchange Composite Transactions Tape (the "NYSE Tape") on the trading day immediately preceding the date of the Transferor's Notice. Tenant’s rights under this paragraph The foregoing Right of First Offer shall not apply to (i) the grant any Transfer for shares of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale stock or other transfer pursuant property, so long as the transferee in any such Transfer shall agree in writing to or in lieu be bound by the provisions of taking by eminent domainthis Section 2.6.

Right of First Offer. So long as this Agreement is still Each Stockholder (other than the Offeror) and the Company (each, an "Offeree") shall have fifteen (15) days from their receipt of the Notice of Transfer (the "First Offer Period") in full force and effect and there then exists no Event which to provide the Offeror with written notice (a "First Offer Notice") of Defaultwhether or not each, if Landlord intends to solicit offersindividually, or to accept an unsolicited offer, desires to purchase its fee interest all or leasehold interest in any Property, Landlord first shall offer to sell a part of the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price Equity Securities proposed to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed Transferred by the parties, acting reasonablyOfferor. In the event Tenant fails that two or more Offerees tender a First Offer Notice during the First Offer Period, (a) the Company, if it tendered a First Offer Notice, shall have the first priority and right to accept Xxxxxxxx’s offer within such twenty purchase the Equity Securities specified in its First Offer Notice and (20b) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord other Offerees shall have the right to accept an offer and/or enter into an agreement acquire their Pro Rata portion of any remaining offered Equity Securities. Each Offeree that has a right to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance purchase Equity Securities shall purchase the Equity Securities on the same terms and conditions of the Offered Property shall take place within two hundred seventy Notice of Transfer. The Offeror may Transfer, subject to Section 3.4, (270i) days any Equity Securities described in the Notice of delivery Transfer which are in excess of the Equity Securities for which First Offer Notice; (b) Notices were tendered during the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the First Offer Notice; Period, and (cii) any Equity Securities for which a First Offer Notice was tendered but for which the other terms of respective Offeree failed to satisfy any condition set forth herein, in either case provided that such sale taken as a whole shall Transfer must be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party made within two one hundred seventy thirty-five (270135) days following delivery the expiration of the First Offer Notice. Tenant’s rights under this paragraph shall not apply Period or the date on which an Offeree failed to (i) satisfy a condition, as the grant case may be, and further provided that such Transfer must be made on terms at least as favorable to the Offeror as those set forth in the Notice of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainTransfer.

Right of First Offer. So long as 33.1.1. Provided that at the time Tenant exercises its rights under this Agreement is still Section 33.1: (i) this Lease remains in full force and effect effect, and (ii) there is not then exists no Event an outstanding Default which has continued beyond the expiration of Defaultapplicable notice and cure periods, if then in the event Landlord intends to solicit offersmarket the Property for sale, or then and in such event Landlord shall give Tenant notice thereof to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease Tenant (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”"Notice of Marketing"), which Offer Notice notice shall also include the material offering price and other basic terms on which Landlord is offering intends to sell offer for the Offered sale of the Property to Tenant and (the estimated closing date"Proposed Sale Terms"). If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for have a period of thirty (30) days after the date of from Tenant’s election, engage in good faith negotiations receipt of a mutually acceptable Notice of Marketing to notify Landlord of its decision to purchase and sale agreement incorporating or not purchase the terms and conditions Property upon the Proposed Sale Terms set forth in Landlord’s Offer the Notice and such other terms as are necessary for of Marketing. If Landlord either receives a notice from Tenant that Tenant does not desire to purchase the transaction and agreed by the parties, acting reasonably. In the event Tenant Property or Landlord fails to accept Xxxxxxxx’s offer receive any notice from Tenant within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such said thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement proceed to sell and/or to sell such Offered the Property to a any third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid party for the Offered Property shall be equal terms no less favorable to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed Proposed Sale Terms. If for any reason Landlord fails to sell the Property within eighteen (18) months of the date Landlord first gives notice to Tenant pursuant to this Section 33.1.1, or if Landlord determines to sell the Property upon terms contained that are less favorable than the Proposed Sale Terms set forth in the Offer NoticeNotice of Marketing, then Landlord must reoffer the Property to Tenant by delivering a second Notice of Marketing setting forth the revised Proposed Sale Terms. Tenant shall have a fifteen (15) day period from Tenant’s rights shall be reinstituted with respect receipt of the second Notice of Marketing to such Offered notify Seller of its decision to purchase or not purchase the Property if upon the Proposed Sale Terms set forth in the second Notice of Marketing. If Landlord either receives a notice from Tenant that Tenant does not desire to purchase the Property or Landlord fails to receive any notice from Tenant within the applicable time period, then Landlord shall not so convey title have the right to proceed to sell the Offered Property to a any third party within two hundred seventy (270) days following delivery upon the Proposed Sale Terms set forth in the immediately prior Notice of Marketing, and this process shall continue throughout the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainTerm.

Right of First Offer. So long Except as this Agreement is still permitted in full force and effect and there then exists no Event of DefaultSection 26(b), if Landlord intends at -------------------- any time a Member desires to solicit offerstransfer all (or any part) of his or its Company interest (or any owner of an indirect, direct or beneficial controlling interest in such Member desires to transfer such interest) ("Offer"), the Member shall, prior to any other action, give notice, together with a description of the terms upon which the Member would transfer such interest (the "Offer Notice"), to the Managing Members on behalf of and for the benefit of the Company. The Managing Members shall accept or reject such Offer as to the entire offered interest within thirty (30) days of receipt of the Offer Notice. Failure by the Managing Members to give notice of election within the required time period shall be deemed an election not to accept an unsolicited the Offer set forth in the Offer Notice. If the Managing Members elect not to exercise the Company's right of first offer, the remaining Members shall have the right to purchase its fee a Proportionate share of the interest or leasehold interest in any Propertyof the offeree pursuant to the terms of the Offer Notice. In the Offer Notice which is submitted to the remaining Members, Landlord first the offeree shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”"First Negotiation Offer") to Tenant at each other Member the right to purchase a Proportionate share of the Company interest of the offeree for the same Proportionate price and subject to be identified by Landlord the same terms and conditions as set forth in such offer notice (the “said Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect any affected Member does not wish to accept such offera First Negotiation Offer, he or it shall give Landlord written notice of such election to the Company within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice of his or its intention to reject the First Negotiation Offer, and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails each Member who has decided to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, the First Negotiation Offer shall be entitled to purchase his or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance its Proportionate share of the Offered Property Company interest subject to the rejected First Negotiation Offer. The other Members shall take place notify the offeree of their respective elections within two hundred seventy forty-five (27045) days of delivery of the Offer Notice. Elections to purchase the entire Company interest of the offeree Member must be received within such forty-five (45) day period; (b) otherwise, the purchase price paid for the Offered Property offeree Member shall be free to sell his or its Company interest to any third party at a price equal to or greater than 97% and upon the terms and conditions set forth in the Offering Notice. Any sale of an interest hereunder to a third party shall comply with the following requirements: (i) the sale documentation must contain provisions whereby any proposed transferee is obligated to comply with all provisions of this Agreement and any amendments hereto; (ii) any transferee must be a principal and not an agent acting on behalf of an undisclosed principal, and such principal may not be related to or an affiliate of the purchase price included in offeree or with respect to which the Offer Noticeofferee has any direct or indirect ownership or control; and (ciii) any prospective transferee must be of good business character and reputation and is financially capable of carrying out all obligations of the selling Member under this Agreement and related agreements. If the other Members collectively elect to accept the First Negotiation Offer, they shall acquire the offeree's Company interest upon the terms set forth therein. Failure by the other Members to give notice of such sale taken as a whole election within the required time period shall be substantially deemed an election not to accept the same or better for Landlord than the proposed terms contained First Negotiation Offer set forth in the Offer Notice. Tenant’s rights If the sale is not consummated within seventy-five (75) days from the date of the other Members' elections not to accept the First Negotiation Offer, the relevant Company interest shall be reinstituted with respect then again become subject to such Offered Property if Landlord the right of first offer set forth in this Section 26(d). This Section shall not so convey title be applicable to transfers described in Section 26(b). The right of first offer set forth in this Section 26(d) shall terminate upon the Offered Property to a third party within two hundred seventy (270) days following delivery Initial Public Offering of securities in the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) Company or the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer "C" Corporation pursuant to or in lieu of taking by eminent domainSection 26(i) herein.

Right of First Offer. So long Except as this Agreement is still in full force and effect and there then exists no Event of Defaultprovided below, if Landlord intends Buyer hereafter seeks to solicit offerssell or dispose of all or substantially all of the Transferred Assets or any entity in which those assets comprise all or substantially all of its assets, whether by way of a sale of securities, merger, consolidation or similar proceeding, to any unaffiliated third party (a “Triggering Event”), Buyer hereby grants to Seller a right of first offer to acquire those assets. If Buyer seeks to enter into a Triggering Event, it shall provide written notice of the proposed Triggering Event prior to the date Buyer seeks to enter into the Triggering Event, or to accept an unsolicited offer, commence offering that opportunity to purchase its fee interest or leasehold interest in any Property, Landlord first another Person. Seller shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) have days after the date of TenantBuyer’s electionnotice to notify Buyer in writing of its intent to acquire the assets or equity subject to that transaction. If Seller submits an offer for any of the assets or equity, engage it must submit an offer to acquire all of those assets or equity and the related liabilities, unless the Parties otherwise agree. The Parties shall have days after Seller notifies Buyer in good faith negotiations writing of a its intent to acquire such assets or equity to negotiate the principal business terms of that transaction which shall consist of the net book value of the assets at the time of closing, as well the remaining useful life, which determination shall be consistent with the valuation methodology used to determine the purchase price set forth herein. If they agree on those terms, then they shall continue to prepare definitive documents to effect that transfer on mutually acceptable purchase and sale agreement incorporating terms during the terms and conditions in Landlord’s Offer Notice and such other terms as next seventy-five (75) days. If at the end of that time, the parties are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails unable to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day periodconsummate that transaction, then Landlord Buyer shall have the right to accept an offer and/or enter into an agreement be free to sell and/or those assets or equities to sell such Offered Property any other potential purchaser for a price not materially less than the net book value, provided that the revenue from any sale to a any unaffiliated third party, provided, however, thatparty in excess of the net book value shall be divided evenly between Buyer and Seller. This right of first offer shall not apply to: (a) Landlord’s conveyance of ordinary course retirements, replacements or additions to the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; Transferred Assets, (b) the purchase price paid for the Offered Property shall be equal to any transaction not involving all or greater than 97% substantially all of the purchase price included in the Offer Notice; and Transferred Assets or their replacements, or (c) the other terms any sale, merger or reorganization of such sale taken as a whole shall be Buyer or involving all or substantially the same all of its assets or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainsecurities.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if 31.01 If Landlord intends desires to solicit offers, or to accept an unsolicited offer, to purchase sell its fee interest or leasehold interest in the Premises to a third-party (a “Transfer”), at any Propertytime on or before the expiration of this Lease, Landlord first shall offer notify Tenant, in writing, at least thirty (30) days in advance of its intent to sell transfer the applicable Property or its leasehold interest under Premises (the “Transfer Notice”), together with a Ground Lease term sheet setting forth, in reasonable detail, the purchase price (the “Offered PropertyPrice”) to Tenant at a price to be identified by Landlord in such offer notice and the other material terms of the proposed Transfer (the “Purchase Offer”). Tenant shall have the right to purchase the Leased Premises at the Offered Price and upon the other terms and conditions of the Purchase Offer (the “Right of First Offer”) by providing written notice to the Landlord (the “Exercise Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election ) within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s electionreceipt of the Transfer Notice (the “Transfer Notice Period”), engage in good faith negotiations which case the Landlord and Tenant shall proceed to close such transaction during normal business hours on a date and at a place to be agreed upon, which shall be no later than sixty (60) days after delivery of a mutually acceptable the Exercise Notice (the “Outside Date”). If Tenant elects not to purchase the Premises or fails to notify Landlord of its election to purchase the Premises prior to the expiration of the Transfer Notice Period, Landlord may proceed with the proposed Transfer; provided, however, that (i) the Transfer is made in exchange for consideration worth no less than ninety percent (90%) of the Offered Price and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other otherwise on substantially similar terms as are necessary for those set forth in the transaction Purchase Offer, (ii) such Transfer is completed within one hundred eighty (180) days of the Purchase Offer (provided, however, if Landlord has entered into a purchase agreement within such one hundred eighty (180) day period, and agreed by provided notice thereof to Tenant within such one hundred eighty (180) day period, Landlord shall have an additional sixty (60) day period to complete the parties, acting reasonablysale of the Premises) and (iii) Tenant shall have a continuing first right to purchase as provided above. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or that the parties, having negotiated Transfer will not satisfy the requirement set forth in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to clause (i) above, Tenant shall have a period of five (5) business days following receipt of notice from Landlord of the grant revised terms of a mortgage lien as collateral in connection with a bona fide financingthe proposed transfer, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, purchase the Premises for the avoidance revised terms in accordance with the terms of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainthis Article 31.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first If Owner shall offer elect to sell the applicable Property or its leasehold interest under a Ground Lease Hotel, Owner shall first give written notice to Manager of such election, which notice will contain the offering price and other major business terms of the proposed sale (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Sale Notice”), which Offer Notice . Manager or its Affiliates shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of have thirty (30) days after receipt of the date Sale Notice (the “Exercise Period”) to elect to purchase the Hotel for ninety-seven percent (97%) of Tenant’s electionthe offering price and on the other terms reflected in the Sale Notice. If Manager or one of its Affiliates so elects to purchase the Hotel, engage in good faith negotiations of Manager or such Affiliate shall have thirty (30) days after such election (the “Negotiation Period”) to enter into a mutually acceptable purchase and sale agreement incorporating for such purchase, which purchase and sale agreement shall provide for, among other things, (i) the payment by Manager or such Affiliate of a non-refundable deposit in an amount equal to two percent (2%) of the purchase price and (ii) the closing of the purchase and sale on a date that is no later than sixty (60) days after the date of the parties’ execution and delivery of the purchase and sale agreement. After Manager’s (or its Affiliate’s) election to purchase the Hotel and until the earlier of the execution of a purchase and sale agreement or the end of the Negotiation Period, Owner and Manager agree to negotiate the terms of such purchase and conditions in Landlord’s Offer Notice sale agreement. Owner agrees that Manager and/or its Affiliates may conduct due diligence on the Hotel before and such other terms as are necessary for after the transaction and agreed by transmittal of the partiesSale Notice. If Manager does not elect to purchase the Hotel, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver parties have not entered into a mutually acceptable binding purchase and sale agreement within such thirty the Negotiation Period or Manager or its Affiliate fails to close under a purchase and sale agreement by the specified closing date (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to other than as a third party, provided, however, that: (a) Landlord’s conveyance result of a breach by Owner or any of its Affiliates of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% provisions of the purchase price included in and sale agreement or any action by Owner or any of its Affiliates constituting bad faith), Owner shall be entitled, without Manager’s consent, to consummate the Offer Notice; and (c) proposed sale with any third party. If either party shall default under this Section, the other party shall be entitled to specific performance. No exercise or waiver by Manager of any of its rights hereunder shall modify, abridge, impair or affect any of Manager’s rights under any of the other terms or provisions of this Agreement. Any sale, transfer or other conveyance of all or any part of the Hotel or Owner’s interest therein in violation of this Section shall be null and void. The terms and provisions of this Section shall be in addition to and cumulative of all of the other terms and provisions of this Agreement, including, without limitation, the terms and provisions of Section 21.2. The provisions of this Section 21.4 shall survive any termination or expiration of this Agreement for a period of six (6) months following the date of such sale taken as a whole shall be substantially the same termination or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted expiration with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery any offer of the Offer NoticeHotel for sale during such six (6)—month period. Tenant’s rights under this paragraph This Section 21.4 shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant Hotel to or in lieu an Affiliate of taking by eminent domainOwner.

Right of First Offer. So long as this Agreement is still At least 15 business days prior to transferring any shares of Preferred Stock pursuant to Section 5A(iv), the transferring shareholder (the "Transferring Shareholder") shall deliver a written notice (a "Sale Notice") to the Company. The Sale Notice shall disclose in full force and effect and there then exists no Event reasonable detail the proposed number of Default, if Landlord intends shares of Preferred Stock to solicit offers, or to accept an unsolicited offer, be transferred. The Company may offer to purchase its fee interest or leasehold interest all (but not less than all) of the shares of Preferred Stock specified in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified Sale Notice by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord delivering written notice of such election offer (a "Company Offer") to the Transferring Shareholder, as soon as practicable but in any event within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) 15 days after the date delivery of Tenant’s electionthe Sale Notice (the "Election Period"), engage disclosing in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating reasonable detail the proposed terms and conditions (including the offer price) of the Company's offer in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed a binding commitment (if accepted by the partiesTransferring Shareholder within 60 days) to purchase the Transferring Shareholder's Preferred Stock specified in the Sale Notice. If within the Election Period the Company has offered to purchase the shares of Preferred Stock from the Transferring Shareholder in a Company Offer, acting reasonablythe Transferring Shareholder may, within 60 days after receipt of the Company Offer (the "Offer Period"), either accept or decline the Company Offer. In If the event Tenant fails to accept Xxxxxxxx’s offer Transferring Shareholder accepts the Company's Offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) 60 day period, then Landlord the Transferring Shareholder and the Company shall have be bound, and the right to accept an offer and/or enter into an agreement to sell and/or to sell transfer of such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of shares shall be consummated as soon as practical after the Offered Property shall take place within two hundred seventy (270) days of delivery of the Transferring Shareholder's acceptance of the Company Offer, but in any event within 30 days after the acceptance of the Company Offer. If the Transferring Shareholder declines the Company Offer, then it may transfer such shares of Preferred Stock (specified in the Sale Notice) at a price no less than the price per share specified in the Company Offer within 120 days after the expiration of the Election Period. If the Company has not made a Company Offer (which must be with respect to all of the shares of Preferred Stock in the Sale Notice; (b) ), then the Transferring Shareholder may, within 180 days after the expiration of the Election Period, transfer such shares of Preferred Stock specified in the Sale Notice to one or more third parties. The Transferring Shareholder shall deliver a new Sale Notice under this Section 5E with respect to any shares of Preferred Stock not transferred within such 180-day period after the expiration of the Election Period prior to any subsequent transfer. The purchase price paid for the Offered Property specified in any Company Offer shall be equal to or greater than 97% payable solely in cash at the closing of the purchase price included in transaction. If the Company has failed to consummate a Company Offer Notice; and (cthat one or more Transferring Shareholder(s) the other terms of such sale taken as a whole accepted, then this Section 5E shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted cease to apply with respect to such Offered Property if Landlord Transferring Shareholder(s) and shall not so convey title no longer require such Transferring Shareholder(s) to deliver a Sale Notice to the Offered Property Company prior to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, transferring any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainPreferred Stock.

Right of First Offer. So 1. Landlord hereby grants Tenant the following right of first offer to purchase the Premises from Landlord (the “First Offer Right”), which First Offer Right will remain in effect during the Term of the Lease (as extended by Tenant). If during such Term of the Lease Landlord elects to sell, transfer, assign, or otherwise convey the Property or any part thereof (“Transfer”) to a third party (“BFP”), Landlord shall first notify Tenant in writing of such intention (the “Notice”), which Notice shall be delivered by Federal Express in a manner than enables tracking and verification of delivery, and which Notice will include: (i) a date (which shall not be less than 60 days from the date of the Notice) in which Landlord would like to close on such transaction, and (ii) the minimum price that Landlord will accept for the Property (which price must be at or below Landlord’s reasonable and good faith estimate of such property’s market value) (the “Sales Price”). Tenant shall have 30 days following their receipt of the Notice to elect to purchase the Property by giving written notice of such election to Landlord (“Acceptance Notice”). If such Acceptance Notice is timely given by Tenant, the parties shall in good faith enter into a commercially reasonable purchase agreement providing for the purchase of the Property by Tenant at 98% of the Sales Price, with customary xxxxxxx money, contingencies and title examination, and the closing shall occur no later than the date set forth in the Notice. If the Acceptance Notice is not timely given by Tenant, Landlord may proceed to sell the Property to any BFP so long as the consideration given by such BFP is not less than the Sales Price set forth in the Notice. In the event of such a sale to a BFP, Tenant shall have no further right under this Agreement is still paragraph 1 to purchase the Property. Further, if Landlord intends to sell the Property to a BFP at less than 98% of the Sales Price set forth in the Notice (notwithstanding any lack of a timely Acceptance Notice by Landlord), the First Offer Right hereunder shall remain in full force and effect and there then exists no Event of Default, if Landlord intends is obligated to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall re-offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and in accordance with the estimated closing date. If foregoing provisions of this paragraph 1 at such lower price (except that Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty only have fifteen (2015) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period days instead of thirty (30) days after to provide an Acceptance Notice). Upon the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery expiration of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Period, Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery hereunder will lapse and this Agreement will terminate automatically, time being of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainessence.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of DefaultAt least thirty (30) days prior to any Transfer (other than with respect to a Put, if Landlord intends to solicit offersa Public Sale, an Approved Sale or to accept an unsolicited offera Permitted Transferee) of any Stockholder Shares by any Additional Stockholder or any of such Person's Permitted Transferees, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease Person making such Transfer (the “Offered Property”"Offering Stockholder") to Tenant at shall deliver a price to be identified by Landlord in such offer written notice (the “"Offer Notice”)") to the Company, the Xxxx Group and the other Additional Stockholders (the "Non-Offering Additional Stockholders") specifying in reasonable detail the number of Additional Stockholder Shares proposed to be Transferred, the proposed purchase price (which Offer Notice shall also include be payable solely in cash) and the other material terms on which Landlord is offering to sell and conditions of the Offered Property to Tenant and the estimated closing dateTransfer. If Tenant shall The Company may elect to accept purchase all or any portion of such offerAdditional Stockholder Shares to be Transferred, it shall give Landlord upon the same terms and conditions as those set forth in the Offer Notice, by delivering a written notice of such election to the Offering Stockholder, the Xxxx Group and the Non-Offering Additional Stockholders within twenty fifteen (2015) Business Days days after the Offer Notice is givenhas been delivered to the Company. If Tenant elects the Company has not elected to accept such offer purchase all of the Additional Stockholder Shares to be Transferred within such twenty (20) Business Day period, Landlord the Xxxx Group may elect to purchase all or any portion of the Additional Stockholder Shares to be Transferred, upon the same terms and Tenant shallconditions as those set forth in the Offer Notice, for a period by giving written notice of such election to the Additional Transferring Stockholder and the Non-Offering Additional Stockholders within thirty (30) days after the date Offer Notice has been given to the Company. If the Xxxx Group has not elected to purchase all of Tenant’s electionthe Additional Stockholder Shares to be Transferred within such period, engage the Non-Offering Additional Stockholders may elect to purchase all or any portion of the Additional Stockholder Shares to be Transferred, upon the same terms and conditions as those set forth in good faith negotiations the Transfer Notice, by giving written notice of a mutually acceptable such election to the Offering Stockholder within forty-five (45) days after the Transfer Notice has been given to the Company (the "Election Period"). If the Non-Offering Additional Stockholders have in the aggregate elected to purchase more than the number of Additional Stockholder Shares being offered by the Offering Stockholder, the Additional Stockholder Shares shall be allocated among the Non-Offering Additional Stockholders electing to purchase shares based upon each such Non-Offering Additional Stockholder's proportionate ownership of all Stockholders Shares owned by Stockholders other than the Transferring Stockholder. If the Company, the Xxxx Group and sale agreement incorporating the Non-Offering Additional Stockholders elect to purchase fewer than all of the Additional Stockholder Shares specified in the Transfer Notice and if the terms and conditions of this Section 2(b) have been met, then the Offering Stockholder may transfer the remaining portion of the Additional Stockholder Shares not specified in Landlord’s the Offer Notice at a price and such other on terms as are necessary for no more favorable to the transaction and agreed by transferee(s) thereof than specified in the parties, acting reasonablyOffer Notice during the thirty-day period immediately following the expiration of the Election Period. In the event Tenant fails to accept Xxxxxxxx’s offer Any Additional Stockholder Shares not transferred within such twenty (20) Business Day periodthirty-day period will continue to be subject to the provisions of this Section 2(b). If the Company, Xxxx Group or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance any of the Offered Property Non-Offering Additional Stockholders have elected to purchase Additional Stockholder Shares hereunder, the transfer of such shares shall take place within two hundred seventy (270) days of be consummated as soon as practicable after the delivery of the Offer Notice; election notice(s) to the Offering Stockholder, but in any event within fifteen (b15) days after the purchase price paid for the Offered Property shall be equal to or greater than 97% expiration of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainElection Period.

Right of First Offer. So long as this Agreement Xx. Xxxxxxxxxxxx is still employed by Acquisition, in full force and effect and there then exists no Event of Default, if Landlord the event Acquisition intends to solicit offerssell, or to accept an unsolicited offerout of the ordinary course of business, to purchase substantially all of the assets acquired by it from Switchboard (the "FIRST RIGHT ASSETS"), Acquisition shall notify Xx. Xxxxxxxxxxxx of its fee interest or leasehold interest in any Property, Landlord first shall offer intention to sell the applicable Property or its leasehold interest under a Ground Lease First Right Assets (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”"OFFER NOTICE"), which . The Offer Notice shall also include contain the material terms on principal terms, including the price, upon which Landlord is offering Acquisition desires to sell the Offered Property to Tenant and the estimated closing dateFirst Right Assets. If Tenant Xx. Xxxxxxxxxxxx shall elect to accept such offer, it shall give Landlord notice have five business days from receipt of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant in which to notify Acquisition that he elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after acquire the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating First Right Assets on the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included set forth in the Offer Notice; and (c) . If Xx. Xxxxxxxxxxxx rejects or fails to accept in writing the other terms of Offer Notice within such sale taken as a whole five business day period, Acquisition shall be substantially free to enter into negotiations with third parties for the same or better sale of the First Right Assets. However, Acquisition shall not enter into any agreement for Landlord the sale of the First Right Assets with a third party on terms more favorable to the third party than the proposed those terms contained in the Offer Notice. Tenant’s rights In the event Xx. Xxxxxxxxxxxx timely accepts the terms set forth in the Offer Notice, Acquisition and Xx. Xxxxxxxxxxxx shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to negotiate an appropriate definitive agreement for the Offered Property to a third party within two hundred seventy (270) days following delivery sale and purchase of the First Right Assets, including the terms set forth in the Offer Notice. Tenant’s However, if for any reason Acquisition and Xx. Xxxxxxxxxxxx shall not have entered into such definitive agreement within thirty days after the date Xx. Xxxxxxxxxxxx accepts the Offer Notice, all of Xx. Xxxxxxxxxxxx'x rights in the First Right Assets shall expire and Acquisition shall have the right to sell the First Right Assets to any third party on any terms acceptable to Acquisition in its sole discretion. Subject to the last sentence of this Section 12.1, Acquisition shall be obligated to offer the First Right Assets to Xx. Xxxxxxxxxxxx each time Acquisition makes a new offer to sell the First Right Assets on terms that are more favorable to the potential purchaser than the previous offer. If not sooner terminated, Xx. Xxxxxxxxxxxx'x rights under this paragraph subsection shall not apply to (i) expire on the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any fifth anniversary of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainClosing Date.

Right of First Offer. So long as Subject to any rights granted to other tenants or occupants at the Ridder Park Technology Center prior to the date of this Agreement Lease (including any tenant’s renewal of an existing lease at the 1717 Fox Building, whether or not such tenant has an express right to renew), and provided that Tenant is still not in full force default under the terms of this Lease beyond any applicable notice and effect cure period, the original Tenant named in this Lease and there then exists no Event any Affiliate (the “Original Tenant”) shall have a right (“First Offer Right”) to lease any space located within the 1717 Fox Building (the “First Offer Space”), each time any First Offer Space comes available for lease at any time during the period commencing on the date of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell this Lease and expiring at the applicable Property or its leasehold interest under a Ground expiration of the Term of this Lease (the “Offered PropertyExercise Period”). The First Offer Right shall be exercisable by the Original Tenant or an Affiliate only if the Original Tenant and/or any Affiliate is in possession of one hundred percent (100%) to of the Premises at the time the First Offer Space becomes available. During the Exercise Period, Landlord shall give Tenant at a price to be identified by Landlord in such offer one-time written notice (the “Offer Notice”)) of the availability of the First Offer Space, which Offer Notice shall also include a site plan identifying the material First Offer Space and a summary of the economic terms on for which Landlord is offering willing to sell enter into a lease of the Offered Property First Offer Space for a term equal to the greater of (a) a term that is coterminous with the Term of this Lease, and (b) two (2) years. The parties acknowledge and agree that except with respect to such economic terms, all of the terms and provisions of the Lease shall apply to any lease by Tenant and of the estimated closing dateFirst Offer Space. If Upon receipt by Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Notice, if Tenant elects desires to accept such offer within such twenty (20) Business Day periodlease the First Offer Space but objects to the economic terms set forth in the Offer Notice, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage shall negotiate in good faith negotiations in an attempt to reach an agreement with respect to the economic terms of a mutually acceptable purchase and sale agreement incorporating lease of the terms and conditions in First Offer Space within ten (10) business days after Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) . If the purchase price paid for parties fail to agree with respect to the Offered Property shall be equal to or greater than 97% economic terms of the purchase price included lease of the First Offer Space within such ten (10) business day period, Landlord shall thereafter be free to lease such space to any third party on such terms and conditions that Landlord deems appropriate in its sole and absolute discretion, except as otherwise expressly provided in this Section. In the event the lease of the First Offer Space is completed within nine (9) months after the date of the Offer Notice on economic terms which are more than ninety percent (90%) of the total economic terms set forth in the Offer Notice; and , then Tenant’s rights under this Section with respect to the First Offer Space set forth in the Offer Notice shall expire (c) subject to any rights of Tenant under this Section following the other terms termination or expiration of such sale taken Superior Lease [as defined below] prior to the expiration of the Exercise Period as provided in this Section). If the lease of the First Offer Space is not completed within nine (9) months after the date of the Offer Notice or if Landlord desires to enter into a whole shall be substantially lease of the same First Offer Space on economic terms which are ninety percent (90%) or better for Landlord less than the proposed total economic terms set forth in the Offer Notice, then before consummating a lease on the terms contained in the Offer Notice. Tenant’s rights , Landlord shall be reinstituted give Tenant a new Offer Notice, and the terms of this Section shall apply with respect to such Offered Property if Landlord shall not so convey title First Offer Space. Notwithstanding anything to the Offered Property contrary contained herein, with respect to any First Offer Space leased by Landlord to a third party within two hundred seventy after the date of this Lease (270a “Superior Lease”) days following delivery of where Tenant has not exercised its First Offer Right after having been given the Offer Notice. Tenant’s opportunity to do so as required herein, the rights under this paragraph shall not apply granted to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof Tenant herein with respect to bona fide third-party indebtedness (but notsuch First Offer Space shall recommence only following the expiration or earlier termination of the Superior Lease, for the avoidance of doubt, including any subsequent transfers renewal of such Offered Property by lease, whether or not such foreclosing lender renewal is pursuant to an express written provision in such lease, and regardless of whether any such renewal is consummated pursuant to a lease amendment or its designee)a new lease. Landlord and Tenant acknowledge that the First Offer Space is currently available for lease on the same economic terms as this Lease, (iii) that Tenant has been provided with an Offer Notice with respect to the First Offer Space and that Tenant does not at this time desire to lease the First Offer Space. Consequently, Tenant shall not have a transfer to First Offer Right until any entity that First Offer Space is a Controlled subsidiary available for lease following the termination or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity expiration of any future Superior Lease of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainFirst Offer Space.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event (a) If any Liberty Party desires to Transfer other than to a Permitted Transferee shares of DefaultNew United Class B Stock or, if Landlord intends prior to solicit offersJune 25, 2010, New United Class C Stock (the "Subject Shares"), or to accept an unsolicited convert any Subject Shares to New United Class A Stock, each of the Founders and any one or more persons designated by them (subject to the designees becoming parties to the Stockholders Agreement, Voting Agreement and Standstill Agreement) will have a right of first offer, to purchase its fee interest be allocated among them as determined by the Controlling Principals, respecting the Subject Shares proposed to be Transferred or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease converted (the “"Offered Property”Shares") to Tenant at a price to be identified per Offered Share specified by Landlord the Liberty Party in such offer notice (the “a First Offer Notice”), which Offer Notice shall also include . Each of the material terms on which Landlord is offering to sell Founders and any such designee may then exercise their respective rights of first offer during the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days 60-day period after the First Offer Notice is given. If Tenant elects to accept such given (a "Sixty-Day Election Period") provided that they must exercise their respective right of first offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) two business days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s First Offer Notice is given if a proposed conversion of Offered Shares into Class A Stock is the subject of the First Offer Notice, and such other terms as are necessary for conversion would not reduce the transaction and agreed by voting power of Equity Securities subject to the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97Stockholder Agreement below 80% of the purchase price included total voting power in the Offer Notice; and election of directors of New United's outstanding Equity Securities, calculated as if the Class C Stock had been converted into Class B Stock (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice"Two-Business Day Election Period"). Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to A Liberty Party may Transfer the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to Shares if (i) such right of first offer is not exercised within the grant of a mortgage lien Sixty-Day Election Period or the Two Business-Day Election Period, as collateral in connection with a bona fide financingapplicable, or (ii) in the case of a foreclosure sale right of first offer that is exercised during a Sixty-Day Election Period, the Founder or deed designee exercising such right of first offer does not acquire the Offered Shares in lieu thereof with respect to bona fide thirdfull within 180 days of the date the First Offer Notice is given and, in the case of a right of first offer that is exercised during a Two Business-party indebtedness (but notDay Election Period, for the avoidance Founder or Permitted Transferee exercising such right of doubt, any subsequent transfers first offer does not acquire the Offered Shares in full within five business days of such Offered Property by such foreclosing lender or its designeedate. Shares of Class C Stock transferred pursuant to the foregoing provisions shall be converted to Class A Stock or, if then permissible under the conversion provisions of the Class C Stock described in Exhibit B, Class B Stock. Any designee of a Founder purchasing shares pursuant to the foregoing (a "Designated Purchaser"), (iii) other than a transfer to any entity designee that is a Controlled subsidiary or Controlling parent ofPermitted Transferee, or an entity shall have all of the obligations of a Founder under common Control withthe Stockholders Agreement and the Voting Agreement to the same extent as if it were a Founder, Landlordbut none of the rights of a Founder, (iv) and shall have all of the obligations, but none of the rights, of a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any Liberty Party under the Standstill Agreement. Without limiting the generality of the foregoing, except for the imposition of obligations on such Designated Purchaser, no such Designated Purchaser will be considered a Founder or (v) Permitted Transferee for purposes of the Stockholders Agreement, including without limitation, the termination provisions contemplated by the third sentence of paragraph 3 of this Exhibit D. Any Transfer by a sale Liberty Party other than to a Permitted Transferee following either a failure to exercise a right of first offer or other transfer pursuant a failure by a Founder or its Permitted Transferee or designee to or acquire the Offered Shares in lieu of taking by eminent domain.full within the applicable time period will be effective only if:

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event At least 15 business days prior to transferring any shares of DefaultPreferred Stock pursuant to Section 5A(iv), if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease transferring shareholder (the “Offered PropertyTransferring Shareholder”) shall deliver a written notice (a “Sale Notice”) to Tenant at a price the Company. The Sale Notice shall disclose in reasonable detail the proposed number of shares of Preferred Stock to be identified transferred. The Company may offer to purchase all (but not less than all) of the shares of Preferred Stock specified in the Sale Notice by Landlord in delivering written notice of such offer notice (a “Company Offer”) to the Transferring Shareholder, as soon as practicable but in any event within 15 days after the delivery of the Sale Notice (the “Election Period”), disclosing in reasonable detail the proposed terms and conditions (including the offer price) of the Company’s offer in a binding commitment (if accepted by the Transferring Shareholder within 60 days) to purchase the Transferring Shareholder’s Preferred Stock specified in the Sale Notice. If within the Election Period the Company has offered to purchase the shares of Preferred Stock from the Transferring Shareholder in a Company Offer, the Transferring Shareholder may, within 60 days after receipt of the Company Offer (the “Offer NoticePeriod”), which Offer Notice shall also include either accept or decline the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing dateCompany Offer. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Transferring Shareholder accepts the Company’s Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) 60 day period, then Landlord the Transferring Shareholder and the Company shall have be bound, and the right to accept an offer and/or enter into an agreement to sell and/or to sell transfer of such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of shares shall be consummated as soon as practical after the Offered Property shall take place within two hundred seventy (270) days of delivery of the Transferring Shareholder’s acceptance of the Company Offer, but in any event within 30 days after the acceptance of the Company Offer. If the Transferring Shareholder declines the Company Offer, then it may transfer such shares of Preferred Stock (specified in the Sale Notice) at a price no less than the price per share specified in the Company Offer within 120 days after the expiration of the Election Period. If the Company has not made a Company Offer (which must be with respect to all of the shares of Preferred Stock in the Sale Notice; (b) ), then the Transferring Shareholder may, within 180 days after the expiration of the Election Period, transfer such shares of Preferred Stock specified in the Sale Notice to one or more third parties. The Transferring Shareholder shall deliver a new Sale Notice under this Section 5E with respect to any shares of Preferred Stock not transferred within such 180-day period after the expiration of the Election Period prior to any subsequent transfer. The purchase price paid for the Offered Property specified in any Company Offer shall be equal to or greater than 97% payable solely in cash at the closing of the purchase price included in transaction. If the Company has failed to consummate a Company Offer Notice; and (cthat one or more Transferring Shareholder(s) the other terms of such sale taken as a whole accepted, then this Section 5E shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted cease to apply with respect to such Offered Property if Landlord Transferring Shareholder(s) and shall not so convey title no longer require such Transferring Shareholder(s) to deliver a Sale Notice to the Offered Property Company prior to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, transferring any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainPreferred Stock.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event In the event that any Member proposes to Transfer all or any of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease Units (the “Offered PropertyUnits”) to Tenant at any unaffiliated third party in one or more bona fide transactions, then such Member (a “ROFO Seller”) shall deliver to each of the other Members holding a number of Units equal to or greater than the Board Seat Threshold (each, a “ROFO Offeree”) written notice thereof, specifying the number of Offered Units, the price to be identified by Landlord in per Offered Unit, and any other material terms of such offer notice Transfer (the an “Offer Notice”). • Each ROFO Offeree may elect to purchase, which by written notice given to the ROFO Seller at any time during the 10 Business Days following its receipt of the Offer Notice shall also include (the material “Offer Period”), its pro rata share (based on its respective ownership of the Units held by all ROFO Offerees as of the date of the Offer Notice) of the Offered Units at the price and on the terms specified in the Offer Notice. • Any Offered Units that ROFO Offerees do not elect to purchase will be re-offered pro rata to each ROFO Offeree who elected to purchase Offered Units. • Any remaining Offered Units may be Transferred by the ROFO Seller, at any time during the 75 days following expiration of the Offer Period to any third party on which Landlord terms (including a cash purchase price that, net of commissions or similar expenses, is offering no lower than the price specified therein) no more favorable in the aggregate to such third party than the terms specified in the Offer Notice. If a buyer is found during the 75-day ROFO window, the transfer to such Buyer will be subject to the tag-along if the number of Units exceeds the 51% threshold for a Tag-Along Sale (as defined below). If during such 75 days the ROFO Seller is not able to sell the remaining Offered Property Units on such terms, but determines in good faith that such remaining Offered Units may reasonably be expected to Tenant and be sold to a third party under terms more favorable to such third party than originally proposed in the estimated closing dateOffer Notice, the ROFO Seller may deliver a new Offer Notice to the ROFO Offerees with respect to such remaining Offered Units with such terms. If Tenant Tag-along Rights In the event that any one or more Members proposes to Transfer to any unaffiliated Person or “group” of unaffiliated Persons (the “Tag-Along Buyer”) Units that constitute more than 51% of the total Units then outstanding (a “Tag-Along Sale”), such Member (the “Selling Member”) shall elect to accept such offer, it shall give Landlord provide notice of such election within twenty the Tag-Along Sale to each of the other Members (20the “Tag-Along Offerees”) no later than ten (10) Business Days after prior to the Offer Notice is givenproposed closing of such Tag-Along Sale (the “Tag Along Notice”). If Tenant elects Each Tag-Along Offeree shall have “tag-along” rights to accept such offer within such twenty participate, on a pro rata basis (20) Business Day period, Landlord and Tenant shall, for a period based on its respective ownership of thirty (30) days after the Units held by all Tag-Along Offerees as of the date of Tenant’s electionthe Tag-Along Notice), engage in good faith negotiations the Tag-Along Sale, on the same terms, and subject to the same conditions as the Selling Member, with a corresponding reduction (except to the extent the Tag-Along Buyer agrees to purchase additional Units) in the number of Units being sold by the Tag-Along Seller to reflect the number of Units that Tag-Along Offerees elect to sell in the Tag-Along Sale. It shall be a mutually acceptable purchase and sale agreement incorporating condition precedent to the effectiveness of any Tag-Along Sale that the Tag-Along Buyer concurrently purchase, pursuant to the terms and conditions hereof, all of the Units with respect to which Tag-Along Offerees elect to exercise tag-along rights in Landlord’s Offer Notice and connection with such other terms as are necessary for the transaction and agreed by the parties, acting reasonablyTag-Along Sale. Drag-along Rights In the event Tenant fails that any one or more Members collectively holding more than 60% of the outstanding Units proposes to accept Xxxxxxxx’s offer within such twenty Transfer all of its or their Units, as the case may be, to any unaffiliated Person or “group” of unaffiliated Persons (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period“Drag-Along Buyer”), then Landlord such Members (the “Drag-Along Seller”) shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance cause all of the Offered Property shall take place within two hundred seventy other Members to Transfer all of their Units to the Drag-Along Buyer, on the same terms, and subject to the same conditions as the Drag-Along Seller. In connection with any such Transfer, each Member shall, if applicable, (270i) days of delivery vote in favor of the Offer Notice; transaction pursuant to which the Transfer is effected, (bii) the purchase price paid for the Offered Property shall be equal to not exercise any appraisal or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s similar rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), transaction and (iii) a transfer provide customary representations and warranties to any entity that is a Controlled subsidiary or Controlling parent ofthe Drag-Along Buyer regarding its legal status and authority, or an entity under common Control withand its ownership of the Units being transferred, Landlordand customary (several but not joint) indemnities regarding the same, (iv) a transfer to participate pro rata in any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any indemnification of the foregoingDrag-Along Buyer with respect to matters other than the representations and warranties described in clause (iii), or provided, that each Member’s liability shall be several and not joint and several, and (v) a sale take all other actions reasonably requested in order to consummate such transaction. In no event shall any such Member be required to indemnify or other transfer pursuant to or contribute any amount in lieu excess of taking the net cash amount received by eminent domainsuch Member in any such Transfer.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event (a) If, at any time prior to the fifth (5th) anniversary of Defaultthe Closing Date, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first the Buyer shall offer propose to sell the applicable Property or its leasehold interest under a Ground Lease Business acquired from the Seller pursuant to this Agreement, the Buyer shall first give notice in writing to Rod Maupin, as agent for the Seller and the Stockholders (the “Offered Property”) "SELLXX'X XXXXX"), of its intention to Tenant at a price to be identified by Landlord in such offer do so, which notice (the “Offer Notice”), which Offer Notice "FIRST OFFER") shall also include constitute an offer to the material terms on which Landlord is offering to sell the Offered Property to Tenant Seller and the estimated closing dateStockholders to purchase the Business from the Buyer at the price and upon payment terms set forth in such notice. If Tenant The Seller and the Stockholders, acting through the Seller's Agent, shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for have a period of thirty (30) days after the date giving of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed notice by the partiesBuyer to accept in writing (the "FIRST OFFER ACCEPTANCE") the Buyer's offer set forth in the First Offer. If the Seller and the Stockholders, acting reasonably. In through the event Tenant fails Seller's Agent, shall have delivered the First Offer Acceptance to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail Buyer prior to execute and deliver a mutually acceptable purchase and sale agreement within the expiration of such thirty (30) day period, then Landlord the parties shall have the right negotiate in good faith in an effort to accept an offer and/or enter into an finalize, execute and deliver a definitive purchase agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other containing customary terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title proposed sale. If the parties are unable to the Offered Property to execute and deliver such definitive purchase agreement within a third party within two hundred seventy period of thirty (27030) days following delivery after receipt by the Buyer of the First Offer Notice. Tenant’s rights under this paragraph shall not apply to Acceptance (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers last day of such Offered Property by such foreclosing lender or its designeethirty (30) day period at 5:00 p.m., Eastern Time, being the "FIRST OFFER AGREEMENT DEADLINE"), (iii) a transfer the Buyer shall be free to sell the Business to any other person or entity during the one (1) year period commencing with the expiration of the First Offer Agreement Deadline at a price that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any not less than 90% of the foregoingprice proposed by the Buyer in the First Offer, or (v) a sale or other transfer pursuant to or and on payment terms which, overall, are no less favorable than such payment terms proposed by the Buyer in lieu of taking by eminent domainthe First Offer.

Right of First Offer. So long (Section 28.03): From the Effective Date of this Lease until the end of the Rental Term, Tenant shall have an ongoing right of first offer to lease space adjacent and contiguous to the Leased Premises on the second and third floors when such applicable space becomes available for lease as this Agreement is still in full force and effect and there then exists no Event of Defaultprovided herein (hereinafter “First Offer Space”). For purposes hereof, if the First Offer Space (or any applicable portion thereof) shall become available for lease by Tenant immediately prior to the first time after the Effective Date that Landlord intends to solicit offers, submit to a third party a bona fide proposal or letter of intent to accept an unsolicited offer, to purchase its fee interest lease such First Offer Space (or leasehold interest in any Property, such applicable portion thereof). Landlord first shall offer to sell give Tenant written notice that the First Offer Space (or such applicable Property portion thereof) will or its leasehold interest under a Ground Lease has become available for lease by Tenant and the terms (the “Offered PropertyOffer”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on upon which Landlord is offering willing to sell rent out the Offered Property First Offer Space. Tenant shall have ten (10) business days to accept the Offer by delivering to Landlord written notice of its intent to do so. Failure of Tenant to timely deliver written notice shall be deemed a refusal by Tenant. Should Landlord thereafter intend to offer the First Offer Space to a third party of better terms than the Offer, then Tenant shall once again have a right of first offer and the estimated closing dateprocess set forth in this Section 28.03 shall be repeated. If Furthermore, if Tenant declines to exercise its right of first offer with regard to any First Offer Space, Landlord shall elect have a continuing obligation to accept such offer, it shall give Landlord notice provide Tenant with a new offer with regard to any other adjacent and continuous space during the Rental Term and with regard to the same First Offer Space if the terms of such election within twenty (20) Business Days after the Offer Notice is givenchange or more than one calendar year passes since Tenant’s prior decline. If In the event Tenant elects exercises its option to accept such offer within such twenty (20) Business Day periodlease the First Offer Space, Landlord and Tenant shall, for a period of shall endeavor to execute within thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating thereafter an amendment to this Lease for such First Offer Space upon the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included set forth in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainOffer.

Right of First Offer. So long as this Agreement is still If a Tenant in full force Common (a "Selling Tenant") desires to sell its interest in the Project, then such Selling Tenant shall first allow the Company or its affiliates or assigns, and effect second the Tenants in Common other than the Selling Tenant (each an "Offeror" and there then exists no Event of Default, if Landlord intends collectively the "Offerors") to solicit offers, or to accept make an unsolicited offer, offer to purchase the Selling Tenant's interest pursuant to the terms and conditions set forth in this Section 7.2. If a Selling Tenant desires to sell its fee interest or leasehold interest in any Propertythe Project, Landlord first such Selling Tenant shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer provide written notice (the “Offer "Notice”), which Offer Notice shall also include the material terms on which Landlord is offering ") of its intent to sell its interest to each Offeror. The Company or its affiliates or its assigns shall first have the Offered Property right, within fifteen (15) days after receipt of such Notice pursuant to Section 10.8, to deliver a written offer to the Selling Tenant and to purchase the estimated closing dateSelling Tenant's interest in the Project. If the Selling Tenant does not accept an offer from the Company or its affiliates or assigns within fifteen (15) days after receipt of the Notice pursuant to Section 10.8 then each Tenant in Common other than the Selling Tenant shall elect have the right within the next fifteen (15) days after the end of the first fifteen (15) day period, to deliver an offer to the Selling Tenant to purchase the Selling Tenants interest in the Project for a price that is greater than the price offered by the Company or its affiliates or assigns. Each Tenant in Common shall be entitled to purchase a portion of the Selling Tenant's interest in proportion to their undivided interest in the Project. If any Tenant in Common elects not to purchase his or her share of the Selling Tenant's interest in the Project, then the other Tenants in Common shall be entitled to purchase additional interests based on their undivided interest in the Project. If the Selling Tenant does not accept such offerthe offers from either the Company or its affiliates or assigns or the Tenants in Common other than the Selling Tenant for any portion of the Selling Tenant's interest in the Project, it then the Selling Tenant shall give Landlord notice be free to sell its interest (or remaining interest) in the Project to a purchaser other than an Offeror; provided that the sale of the Selling Tenant's interest to a purchaser (other than an Offeror) is (a) for a price greater than any purchase price offered by an Offeror and not accepted by the Selling Tenant pursuant to this Section 7.2, (b) in compliance with the terms of any Loan, and (c) completed within 120 days of such election within twenty (20) Business Days after Selling Tenant's refusal of the Offer Notice is givenoffer from either the Company or its affiliates or assigns or the Tenants in Common other than the Selling Tenant. If such sale is not completed within such 120 day period, the Selling Tenant elects must again provide each Offeror with its right of first offer granted hereunder if is wishes to accept sell its interest in the Project. Any offer provided hereunder by the Company or a Tenant in Common and any acceptance of such an offer shall be irrevocable and may be enforced through an action for specific performance without the necessity of posting bond. The closing of any such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) shall occur not later than 90 days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating acceptance at the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance offices of the Offered Property shall take place within two hundred seventy (270) days Company. The provisions of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph Section shall not apply to (i) the grant sale of a mortgage lien as collateral any Tenant in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, Common's interest if the process for the avoidance of doubt, any subsequent transfers purchase of such Offered Property by interest has begun under any other provision of this Agreement, including under Section 7.3, 7.4, 8.1 or 9, and this Section may not be invoked after any such foreclosing lender or its designee), (iii) a transfer to any entity process is begun unless and until that process is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainabandoned.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event Until the Restrictive Covenant Termination Date, CIC shall not (i) offer, sell, contract to sell or otherwise issue or deliver or dispose of Default, if Landlord intends to solicit offersany debt or any Common Shares or other equity securities or any securities which are convertible into or exchangeable for its Common Shares or other equity securities or any convertible security, or any warrants or other rights to accept an unsolicited offer, subscribe for or to purchase its fee interest or leasehold interest any options for the purchase of Common Shares or other equity securities (other than in any Propertya bona-fide underwritten primary public offering and other than shares or options issued or which may be issued pursuant to CIC's employee or director option plans or shares issued upon exercise of options, Landlord first shall offer to sell warrants or rights outstanding on the applicable Property or its leasehold interest under a Ground Lease (Closing Date listed in the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”SEC Documents), which Offer Notice shall also include or (ii) obtain any financing from any third party (excluding trade payables incurred in the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept ordinary course of business consistent with past practices), unless such offer, it sale, issuance or financing ("Financing Transaction") is first offered to the Investors. CIC shall give Landlord make such offer by providing each Investor with written notice of CIC's intention to enter into the Financing Transaction together with a term sheet containing the economic terms and significant provisions of the Financing Transaction and any other information reasonably requested by the Investors (the "Offer"). Such Offer shall be given with respect to each Financing Transaction contemplated by CIC. The Investors shall have ten (10) business days from receipt of the Offer to deliver a written notice to CIC that the Investors wish to accept the Offer (subject to satisfactory due diligence and reasonably acceptable definitive documentation) for the Financing Transaction. If the Investors reject the Offer or fail to respond within such election ten (10) business day period, then CIC shall be permitted to complete such Financing Transaction without the Investors on terms and conditions substantially the same as those contained in the Offer. If any Financing Transaction is contemplated on terms and conditions not substantially the same as those contained in the Offer or with proposed definitive documentation not substantially the same as that proposed by CIC with respect the Offer, then such Financing Transaction shall be deemed a new Financing Transaction and the Investors shall again be entitled to receive an Offer for such Financing Transaction on such new terms and conditions (and/or with such new definitive documentation if applicable). If the Investors accept the Offer but fail to close the Financing Transaction within twenty (20) Business Days after business days of acceptance of the Offer Notice is given. If Tenant elects for any reason other than any breach by CIC of its obligations hereunder, any delay by CIC or reasonable delay in connection with execution of definitive documentation, failure of the parties to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed reasonably agree on definitive documentation or reasonable dissatisfaction by the partiesInvestors with their due diligence examination, acting reasonablythe Offer to the Investors shall terminate and the Investors shall not be entitled to receive any Offer in any future Financing Transaction, this being in addition to any other rights or remedies CIC may have against the Investors for their failure to close such Financing Transaction. In As among the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day periodInvestors, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord each Investor shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included participate in the Offer Notice; and (c) to the other terms full extent of the Offer, provided that if such sale taken as a whole Offer is oversubscribed by the Investors, each Investor shall only be substantially the same or better for Landlord than the proposed terms contained entitled to participate in the Offer Notice. Tenant’s rights shall be reinstituted with respect up to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainpro rata share.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if If Landlord intends to solicit offersSell (as defined below) the Building or Project, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Propertyas applicable, Landlord shall first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) deliver written notice to Tenant at (a price to be identified by Landlord in such offer notice (the “Offer Sale Notice”), which Offer Notice notice shall also include set forth all material economic terms of the material terms on which Sale (including, without limitation, transaction structure (e.g., ground lease, sale of fee interest or sale of equity interests), price, deposit(s), due diligence period (not to be less than thirty (30) days), closing date, seller financing (if any) and assumption of Landlord’s debt (if any) or sale free and clear of such debt) along with a proposed purchase agreement. For the purposes hereof, “Sale,” “Sell” or “Selling” shall mean to sell, transfer, assign or exchange the Building or Project, or grant an option to dispose of or otherwise transfer or convey the membership or other direct or indirect controlling ownership interests in the Landlord is offering to sell or ground lease the Offered Property Building or Project. Concurrently with Landlord’s delivery to Tenant of a Sale Notice, Landlord shall, deliver to Tenant (i) project operating statements (including rentals and other revenues, and Project expenses, including Operating Expenses and Taxes) for the estimated closing dateprior two (2) calendar years, and for the most recently completed calendar quarter, and (ii) current rent roll for all leases, licenses or occupancy agreements of the Project (the “Other Leases”) (such items in (i) and (ii), above, the “Initial Review Materials”). If Tenant shall elect to accept such offerIf, it shall give Landlord notice within ten (10) business days following the date of such election within twenty notification, Tenant notifies Landlord that Tenant is interested in purchasing the Project from Landlord (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period“Interest Notice”), then Landlord and Tenant shall, shall diligently negotiate in good faith for a period of thirty (30) days after (the “Negotiation Period”) from the date of Tenant’s electionupon which Tenant delivers its Interest Notice to agree upon the terms of, engage in good faith negotiations of and to execute, a mutually acceptable purchase and sale agreement incorporating with respect to the Building or the Project, as applicable, on the terms and conditions set forth in Landlord’s Offer Notice the Sale Notice. Upon the agreement on the terms of the purchase agreement, and subject to the terms of such purchase agreement, Landlord will provide Tenant with other terms as are necessary for customary materials and information regarding the transaction and agreed by the partiesProject, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day periodincluding, or the partieswithout limitation, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance copies of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; any Other Leases, (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% a copy of the purchase price included in the Offer Notice; Landlord’s most recent title policy and property survey, if any, (c) a copy of Landlord’s most recent Phase 1 (and Phase 2) environmental reports, if any, (d) such plans and specifications for the Property as Landlord has in its possession and control, and (e) such other information within Landlord’s possession and control related to the operation of the Property that Buyer may from time to time reasonably request and which is not proprietary or subject to confidentiality obligations of Seller (the “Due Diligence Materials”). At Tenant’s option, prior to the end of the Negotiation Period, Tenant may deliver to Landlord a notice setting forth Tenant’s final offer on the price and other material terms at which Tenant would be willing to purchase the Project (the “Final Offer Notice”). Notwithstanding the foregoing, the foregoing terms of this Section 1.5 shall not be applicable to (1) the Sale of the Building or Project to an entity which is Controlled (as defined below) by, Controls or is under common Control with Landlord (any such entity, an “Landlord Affiliate”), or (2) the Sale of the Building or Project together with one or more other commercial office building properties owned by Landlord or any Landlord Affiliate (which shall not include a sale of only the Project (i.e. the Building and Two Xxxxxx)) (any such Sale, a “Portfolio Sale”), or (3) an entity in which Landlord maintains a “Managing Member Interest,” as defined below, or an “Investor Member Interest” as defined below (in either case, a “Joint Venture Entity”) (any such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained set forth in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy items (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee1), (iii2) or (3), an “Exempt Sale”). To the extent Landlord enters into an Exempt Sale, and the new owner subsequently elects to Sell the Building or Project, then such new owner shall first deliver a transfer Sale Notice to any entity Tenant, and the parties (i.e., the new owner and Tenant) shall proceed pursuant to the terms of this Section 1.5, provided that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any for purposes of the foregoing, all references to “Landlord” in this Section 1.5 shall mean the new owner. As used herein a “Managing Member Interest” shall mean an equity interest of not less than ten percent (10%) of the ownership entity, coupled with the right to direct the day to day operations of the Project in a manner consistent with the rights of managing members in real estate joint ventures between sophisticated institutional parties, and an “Investor Member Interest” shall mean an equity interest of not less than twenty-five percent (25%) of the ownership entity, coupled with the right to approve major decisions regarding the ownership of the Project (e.g., decisions to sell or finance) in a manner consistent with the rights of a joint venture capital partner in real estate joint ventures between sophisticated institutional parties. For purposes of this Lease, the term “control” shall mean the ownership of at least fifty percent (v50%) a sale or other transfer pursuant of the equity interests in an entity and the right to or vote such equity interests in lieu the ordinary course of taking by eminent domainbusiness.

Right of First Offer. So long as 35.1. Provided that at the time Tenant exercises its rights under this Agreement is still Section 35: (i) this Lease remains in full force and effect effect, (ii) there is not then an outstanding default by Tenant under this Lease, and there (iii) Tenant is occupying one hundred percent (100%) of the Premises, then exists no Event of Default, if in the event Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Propertymarket the Property for sale, Landlord first shall offer give Tenant notice thereof to sell the applicable Property or its leasehold interest under a Ground Lease Tenant (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”"Notice of Marketing"), which Offer Notice notice shall also include the material offering price and other basic terms on which Landlord is offering intends to sell offer for the Offered sale of the Property to Tenant and (the estimated closing date"Proposed Sale Terms"). If Tenant shall elect to accept such offer, it shall give Landlord notice have a period of such election within twenty (20) Business Days after days from Tenant’s receipt of a Notice of Marketing to notify Landlord of its decision to purchase or not purchase the Offer Property upon the Proposed Sale Terms set forth in the Notice is givenof Marketing. If Landlord either receives a notice from Tenant elects that Tenant does not desire to accept such offer purchase the Property or Landlord fails to receive any notice from Tenant within such said twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement proceed to sell and/or the Property to any third party for terms no less favorable to Landlord, in Landlord's reasonable estimation, than the Proposed Sale Terms. If for any reason Landlord fails to sell such Offered the Property within eighteen (18) months of the date Landlord first gives notice to Tenant pursuant to this Section 35, or if Landlord determines to sell the Property upon terms that are deemed less favorable, in Landlord's reasonable estimation, than the Proposed Sale Terms set forth in the Notice of Marketing, then Landlord must reoffer the Property to Tenant by delivering a third party, provided, however, that: second Notice of Marketing setting forth the same or revised Proposed Sale Terms. Tenant shall have a ten (a10) Landlordday period from Tenant’s conveyance receipt of the Offered second Notice of Marketing to notify Landlord of its decision to purchase or not purchase the Property shall take place within two upon the Proposed Sale Terms set forth in the second Notice of Marketing, provided that if the second Notice of Marketing is given not more than one hundred seventy eighty (270180) days after the previous Notice of delivery Marketing, then Tenant’s time period to notify Landlord of its decision to purchase or not purchase the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal reduced to five (5) days. If Landlord either receives a notice from Tenant that Tenant does not desire to purchase the Property or greater than 97% of Landlord fails to receive any notice from Tenant within the purchase price included applicable time period, then Landlord shall have the right to proceed to sell the Property to any third party upon the Proposed Sale Terms set forth in the Offer Notice; second Notice of Marketing and (c) in any event shall have no further obligation to reoffer the other terms of such Property to Tenant whether or not Landlord ever consummates a sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainbuyer.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event In the event that NHI Partner desires to sell or otherwise Transfer all or a portion of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold NHI Partner’s interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease Partnership (the “Offered PropertyInterest”) ), NHI Partner shall submit in good faith to Tenant at NRF Partner a price to be identified by Landlord in such offer written notice (the “Offer Notice”), which Offer Notice shall also include (i) the proposed sale price for the Offered Interest, (ii) all details of the payment terms and all other material terms on which Landlord is offering and conditions, including the nature of the representations and warranties to sell be made and the indemnities to be given, in connection with the proposed sale of the Offered Property Interest, and (iii) clear instructions regarding acceptance of the Offer Notice. The purchase price shall be expressed in U.S. dollars, whether or not the form of consideration is wholly or partially cash or cash equivalents. NRF Partner shall then have the right, but not the obligation, to Tenant and purchase all, but not less than all, of the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after Offered Interest on the terms set forth in the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after until the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance expiration of the Offered Property shall take place within two hundred seventy (270) days of 30-day period following the delivery of the Offer Notice; Notice (b) the 17 “Election Period”). If NRF Partner elects to purchase price paid for the Offered Property shall be equal Interest prior to or greater than 97% the expiration of the Election Period, each Partner shall take all actions as may be reasonably necessary to consummate the Transfer contemplated by this Section 15.2, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. If NRF Partner has not elected to purchase price included the Offered Interest prior to the expiration of the Election Period, NHI Partner may, within 90 days after the expiration of the Election Period, Transfer the Offered Interest on substantially the same terms and conditions as set forth in the Offer Notice; and (c) provided that such third parties execute joinder agreements to this Agreement as provided in Section 15.6. If the other terms of Offered Interest is not transferred during such sale taken as a whole 90-day period, it shall again be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title subject to the Offered Property to a third party within two hundred seventy (270) days following delivery provisions of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral Section 15.2 in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainTransfer.

Right of First Offer. So long Except as this Agreement is still in full force and effect and there then exists no Event of Defaultprovided below, if Landlord intends Buyer hereafter seeks to solicit offerssell or dispose of all or substantially all of the Transferred Assets or any entity in which those assets comprise all or substantially all of its assets, whether by way of a sale of securities, merger, consolidation or similar proceeding, to any unaffiliated third party (a “Triggering Event”), Buyer hereby grants to Seller a right of first offer to acquire those assets. If Buyer seeks to enter into a Triggering Event, it shall provide written notice of the proposed Triggering Event prior to the date Buyer seeks to enter into the Triggering Event, or to accept an unsolicited offer, commence offering that opportunity to purchase its fee interest or leasehold interest in any Property, Landlord first another Person. Seller shall offer to sell the applicable Property or its leasehold interest under a Ground Lease have sixty (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (3060) days after the date of TenantBuyer’s electionnotice to notify Buyer in writing of its intent to acquire the assets or equity subject to that transaction. If Seller submits an offer for any of the assets or equity, engage it must submit an offer to acquire all of those assets or equity and the related liabilities, unless the Parties otherwise agree. The Parties shall have sixty (60) days after Seller notifies Buyer in good faith negotiations writing of its intent to acquire such assets or equity to negotiate the principal business terms of that transaction which shall consist of the net book value of the assets at the time of closing, as well the remaining useful life, which determination shall be consistent with the valuation methodology used to determine the purchase price set forth herein. If they agree on those terms, then they shall continue to prepare definitive documents to effect that transfer on mutually acceptable terms during the next seventy- five (75) days, unless extended by a mutually acceptable purchase and sale agreement incorporating agreed upon amount of time in writing by both parties. If at the terms and conditions in Landlord’s Offer Notice and such other terms as end of that time, the parties are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails unable to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day periodconsummate that transaction, then Landlord Buyer shall have the right to accept an offer and/or enter into an agreement be free to sell and/or those assets or equities to sell such Offered Property any other potential purchaser for a price not materially less than the net book value, provided that the revenue from any sale to a any unaffiliated third party, provided, however, thatparty in excess of the net book value shall be divided evenly between Buyer and Seller. This right of first offer shall not apply to: (a) Landlord’s conveyance of ordinary course retirements, replacements or additions to the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; Transferred Assets, (b) the purchase price paid for the Offered Property shall be equal to any transaction not involving all or greater than 97% substantially all of the purchase price included in the Offer Notice; and Transferred Assets or their replacements, or (c) the other terms any sale, merger or reorganization of such sale taken as a whole shall be Buyer or involving all or substantially the same all of its assets or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainsecurities.

Right of First Offer. So long For the period commencing on the Commencement -------------------- Date and ending on the date that Xxxxx Triad Ft. Xxxxx I, Ltd ("Triad") sells the Demised Premises, Tenant shall have the continuing right of first offer with respect to Demised Premises as set forth in this Agreement Section. In the event Triad desires to sell, exchange or otherwise dispose of the Demised Premises (or a portion thereof), then Triad shall transmit a true and complete copy of the offer that Triad is still in full force and effect and there then exists no Event of Default, if Landlord intends to solicit offers, or willing to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”"Offer") to Tenant, along with its other information regarding the Offer which is in the possession of or available to Triad on a reasonable basis in order to allow Tenant at a price to be identified evaluate the Offer. Tenant may elect to accept the Offer by Landlord in providing notice of such offer notice (election to Triad within 15 days after Tenant's receipt of the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing daterelated information as aforesaid. If Tenant shall elect fails to provide notice of such election on or before the expiration of such 15 day period, then Tenant will be deemed to have rejected the Offer and Triad may sell the Demised Premises to any purchaser for a price equal to or greater than 90% of the Offer. If Tenant timely elects to accept such offer, it then the parties hereto shall give Landlord notice of such election within twenty (20) Business Days after proceed to consummate the transactions set forth in the Offer Notice pursuant to the terms and provisions thereof; provided, however, that closing shall occur no later than the outside closing date set forth in the Offer, but in no event shall Tenant be required to consummate closing prior to the date that is given90 days after receipt of the Offer and related information. If Tenant elects (or is deemed to accept such offer within such twenty have elected) to reject the Offer, Triad shall be entitled to market the Demised Premises for Sale (20or exchange) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such to any other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, potential purchasers; provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the event that Triad receives an Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord that Triad is prepared to accept which offer is more than 10% lower than the proposed terms Purchase Price contained in the Offer Notice. Tenant’s that Tenant did not accept, Triad shall present such modified Offer to Tenant whereupon Tenant shall have the same rights shall be reinstituted to accept or reject the modified Offer as described above with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainOffer.

Right of First Offer. So long as this Agreement is still In the event Landlord desires to sell its fee estate in full force the entire Premise and effect and there then exists provided that no Event of DefaultDefault has occurred under this Lease that has not been cured by Tenant, if Landlord intends Tenant shall have a one time (subject to solicit offers, or to accept an unsolicited offer, the repeat provision set forth below) right of first offer to purchase the Premises (“Right of First Offer”). The Right of First Offer shall operate in the following manner: (i) Landlord shall provide written notice to Tenant that Landlord desires to sell its fee interest or leasehold interest estate in any Propertythe entire Premises, Landlord first which notice shall include the price and other material terms applicable to Landlord’s offer to sell the applicable Property or its leasehold interest under a Ground Lease Premises (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer NoticeNotice of Offer”); (ii) Tenant shall have fifteen (15) days to notify Landlord whether Tenant elects to purchase the Premises under the exact terms contained in the Notice of Offer, which Offer Notice shall also include the material terms on which and Tenant’s failure to respond during such fifteen (15) day period constitutes Tenant’s waiver of its Right of First Offer; and (iii) if Tenant has waived its Right of First Offer, then Landlord is offering may offer to sell the Offered Property Premises to Tenant third parties provided that the terms offered to third parties are not materially different from those contained in the Notice of Offer, the selling price is no less than eighty-five percent (85%) of the price contained in the Notice of Offer and a purchase agreement is executed within one (1) year of the Notice of Offer. If Landlord offers the Premises to third parties and the estimated closing dateterms are materially different from those contained in the Notice of Offer or the selling price is less than eighty-five percent (85%) of the price contained in the Notice of Offer, then Landlord must repeat the Right of First Offer procedure outlined above. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after In the Offer Notice is given. If event Tenant elects to accept such offer purchase the Premises in accordance with the terms of the Notice of Offer, the purchase price as set forth in the Notice of Offer shall be paid by Tenant to Landlord in cash, within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s electionacceptance of the Notice of Offer terms. Further, engage in good faith negotiations the event that Tenant has waived its one time (subject to the repeat provision set forth above) Right of a mutually acceptable purchase First Offer and sale agreement incorporating the terms and conditions in upon Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the partiesrequest, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer shall provide within such twenty five (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (2705) days of delivery Landlord’s request a written statement to Landlord and any third parties designated by Landlord that Tenant waived its Right of First Offer. This Right of First Offer is a one time (subject to the Offer Notice; (brepeat provision set forth above) the purchase price paid for the Offered Property right that shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. expire upon Tenant’s rights shall be reinstituted with respect waiver or failure to exercise such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainright.

Right of First Offer. So long as this Agreement i. If at any point while the outstanding amount of the Earnout Payment is still in full force and effect and there then exists no Event of Defaultgreater than zero, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer Parent determines it wishes to sell Buyer in a single transaction or a series of related transactions that would trigger the applicable Property drag-along or its leasehold interest under a Ground Lease (tag-along provisions set forth in the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer LLC Agreement, Parent shall provide Blue Torch with notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering of Parent’s intent to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offerBuyer, it shall give Landlord notice and, for a period of such election within twenty ten (2010) Business Days after the Offer delivery of such notice (the “ROFO Notice Period”), Blue Torch shall have the right of first offer to purchase Buyer and use the outstanding amount of the Earnout Payment as a credit (on a dollar for dollar basis) towards the purchase price. For example, if the purchase price to acquire Buyer is given$50 million and the then- outstanding amount of the Earnout Payment is $15 million, Blue Torch would have a credit toward the purchase price of $15 million and would be able to acquire Buyer for $35 million in cash. ii. If Tenant Blue Torch elects to accept such make an offer within such twenty (20) Business Day periodto purchase Buyer during the ROFO Notice Period, Landlord Parent and Tenant shall, Blue Torch shall negotiate in good faith for a period of thirty (30) days after (as may be extended upon mutual agreement of Parent and Blue Torch, the date “ROFO Sale Period”) to attempt to agree on definitive terms acceptable to Parent and Blue Torch for the sale of Tenant’s electionBuyer to Blue Torch. If, engage in good faith negotiations at the end of the ROFO Sale Period, Parent and Blue Torch are unable to agree on definitive terms for the sale of Buyer, Parent will have the right, within ninety (90) days following the ROFO Sale Period (the “Third Party Sale Period”) to consummate a mutually acceptable purchase sale of Buyer to an unaffiliated third party at a per Unit price that is no less than the applicable per Unit price offered to Blue Torch and sale agreement incorporating the on other terms and conditions in Landlord’s Offer Notice and such other terms as which are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included not in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title aggregate materially more favorable to the Offered Property to unaffiliated third party than those negotiated between Parent and Blue Torch during the ROFO Sale Period. iii. If a transaction is not consummated with a third party within two hundred seventy (270) days following delivery of during the Offer Notice. Tenant’s rights under this paragraph shall Third Party Sale Period, Parent may not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) effect a sale or other transfer pursuant to or in lieu of taking by eminent domain.Buyer without again fully complying with the provisions of this Section 4(a). (b)

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists If Landlord elects to sell any entire Leased Property(ies) during the Term, provided no Event of DefaultDefault exists, if then Landlord intends to solicit offers, or to accept shall give Tenant an unsolicited offer, opportunity to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease such Leased Property(ies) (the “Offered PropertyRight of First Offer”) by giving Tenant notice of its intent to Tenant at a price to be identified by Landlord in such offer notice sell (the “Right of First Offer Notice”), which Right of First Offer Notice shall also include the material sale price (the “Offer Price”) and terms on which Landlord is offering willing to offer to third parties for such Leased Property(ies) (“Offer”). Tenant will then have two (2) Business Days to either accept or reject such Offer. Should Tenant fail to accept such Offer on the terms and conditions set forth therein in writing within two (2) Business Days after receipt of such Right of First Offer Notice from Landlord, Landlord may sell or otherwise transfer such Leased Property(ies) to any other party at any time on terms and conditions acceptable to Landlord provided the Offered purchase price paid by such other party is at least 85% of Offer Price and the closing of such sale or transfer occurs no later than the date two years after the date Landlord delivers the Right of First Offer Notice; prior to (x) selling the entire Leased Property(ies) during the such two-year period for a purchase price of less than 85% of the Offer Price, or (y) selling the entire Leased Property(ies) after the end of such two-year period, Landlord must reoffer the Lease Property to Tenant and pursuant to this Section 44. At the estimated closing dateend of the Term, the Tenant’s rights under this Section 44 with respect to such Leased Property(ies) shall be deemed forever extinguished. If Should Tenant shall elect to accept such offerOffer on the terms and conditions set forth therein, it shall give Landlord notice of such election within twenty promptly but in any event no more than five (205) Business Days after Tenant’s acceptance, Tenant must deposit with Landlord in cash a nonrefundable (except upon Landlord’s material default of any obligation it may have under the terms of the accepted Offer Notice is given. If Tenant elects or as otherwise provided in this Section 44) xxxxxxx money deposit equal to accept such offer five percent (5%) of the purchase price stated in the accepted Offer, and within such twenty five (205) Business Day periodDays of Tenant’s acceptance of such Offer, Landlord and Tenant shallmust enter into a binding agreement (the “Offer Purchase Agreement”) to purchase such Leased Property(ies), for a which Offer Purchase Agreement (i) must be on the terms and conditions of the accepted Offer, (ii) must provide that the purchase price will be paid in cash at closing, (iii) must provide that the closing of Tenant’s purchase of such Leased Property(ies) must take place no later than thirty (30) days from the date Tenant accepts Landlord’s Offer, (iv) will not provide Tenant with any right or entitlement to any due diligence or investigation period of or about the Leased Property(ies) pursuant to which Tenant would have any unilateral right not to proceed to closing and (v) must otherwise be reasonably acceptable to Landlord. If Tenant fails to enter into the Offer Purchase Agreement Tenant shall not be in default under the Lease, but rather Tenant shall be deemed to have rejected the Offer. Without limitation of the foregoing, Tenant’s obligation to close shall be absolute and there shall be no conditions precedent or contingencies to Tenant’s obligation to consummate its acquisition of any Leased Property(ies) (e.g. financing contingency) pursuant to the Right of First Offer. The sale of any Leased Property(ies) pursuant to the Right of First Offer and the Offer Purchase Agreement shall (x) include a quitclaim xxxx of sale with respect to any personal property that both (1) is leased to Tenant pursuant to the Lease and (2) relates exclusively to the Leased Property, and (y) be made on a strictly “AS IS,” “WHERE-IS” basis as of the date of sale, without any representations, warranties or covenants, of any nature whatsoever, from Landlord, except that (a) if Landlord would covenant to a third party purchaser to have removed or bond over any liens of a definite and ascertainable amount prior to the closing, then the Offer Purchase Agreement shall contain a similar covenant, provided that Tenant’s sole remedy for Landlord’s breach of such covenant shall be to terminate the Offer Purchase Agreement and receive a refund of its xxxxxxx money deposit, and (b) Landlord shall covenant not to intentionally place any material encumbrances on the Property between the time of the Offer and the closing under the Offer Purchase Agreement. Within thirty (30) days after the date of Tenant’s election, engage in good faith negotiations acceptance of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer, Tenant must purchase the Leased Property(ies) that were the subject of the accepted Offer Notice and such (other terms as are necessary than the warranties contained in the special warranty deed(s) conveying same) for cash at the transaction and agreed by upon purchase price (minus the partiesxxxxxxx money down payment previously paid to Landlord). Should (w) Landlord sell the Leased Property(ies) to a third party after complying with its obligations under this Section 44, acting reasonably. In (x) Tenant fail to make the event Tenant fails to accept Xxxxxxxx’s offer nonrefundable xxxxxxx money deposit within such twenty the five (205) Business Day periodDays period described above, (y) Landlord and Tenant fail to enter into a binding agreement to purchase the Leased Property(ies) within the five (5) Business Days period described above, or the parties, having negotiated in good faith, (z) Tenant fail to execute and deliver purchase said Leased Property(ies) after entering into such binding agreement for any reason other than a mutually acceptable purchase and sale agreement default of Landlord within such the thirty (30) day periodperiod describe above, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof Section 44 with respect to bona fide third-such Leased Property(ies) shall be deemed forever extinguished, Tenant shall have no further rights under this Section 44 with respect to such Leased Property(ies) and Landlord may sell or otherwise transfer such Leased Property(ies) to any other party indebtedness at any time on terms and conditions acceptable to Landlord; provided however, with respect to clause (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designeey), Landlord shall return the xxxxxxx money deposit to Tenant and with respect to clause (iii) a transfer z), Tenant shall forfeit and Landlord shall be entitled to keep the nonrefundable xxxxxxx money deposit. The Right of First Offer shall be personal to Tenant and may only be exercised by Tenant or any entity that is a Controlled subsidiary or Controlling parent ofPermitted Transferee, and not any assignee, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any other transferee of the foregoing, or (v) a sale or other transfer pursuant to or Tenant’s interest in lieu of taking by eminent domainthe Lease.

Right of First Offer. So long as this Agreement is still in full force (A) Subject to the terms hereof and effect and there then exists provided no Event of DefaultDefault then remains uncured under the Lease, Landlord agrees that it will not sell the Premises (or, if Landlord intends to solicit offersthe Premises is Landlord's sole asset, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord transfer all of Landlord's capital stock) during the Lease Term unless it first shall extends a bona fide offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) Premises to Tenant at a price and on such terms and conditions as Landlord may describe in a written "offer to be identified by sell" given to Tenant in the same fashion as notices given pursuant to the provisions of Section 26 of this Lease. Landlord in such shall, not less than fifteen (15) days prior to Landlord's general circulation of offering materials for the Premises, deliver to Tenant the offer notice to sell (the “"Sale Offer Notice”"). Tenant shall have fifteen days after receipt of the Sale Offer Notice to (i) exercise its right of first offer by agreeing to the economic terms of the purchase and sale and giving Landlord written notice of Tenant's election to acquire the Premises ("Sale Election Notice") or (ii) not to exercise its right of first offer for the acquisition of the premises, it being understood and agreed that if no notice is received from Tenant during said fifteen day period, Tenant shall be deemed not to have elected to purchase the Premises. Within 30 days after receipt of Tenant's Sale Election Notice, Landlord will provide Tenant with an agreement of purchase and sale, which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of will negotiate and execute within thirty (30) days after the date of Tenant’s election, engage in good faith negotiations 's delivery of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonablySale Election Notice. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or execute the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable agreement of purchase and sale agreement within such said thirty (30) day periodperiod after giving its Sale Election Notice or in the event Tenant does not deliver the Sale Election Notice, then Landlord shall have the right to accept an offer and/or enter into an agreement thereafter to sell and/or the Premises to any third party purchaser free and clear of any rights by Tenant under this Section 43; provided that, before entering into a contract to sell such Offered Property to the Premises at a third party, provided, however, that: price which is less than ninety-five percent (a95%) Landlord’s conveyance of the Offered Property price at which the Premises was offered to Tenant in Landlord's Sale Offer Notice, Landlord shall take place within two hundred seventy again offer to sell the Premises to Tenant in accordance with this Section 43 (270) days of in which event Tenant shall exercise its rights under this Section 43 by delivery of the Offer Notice; Sale Election Notice within three (b3) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) business days following after delivery of the Sale Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.

Right of First Offer. So long as this Agreement is still If a Tenant in full force Common (a "Selling Tenant") desires to sell its interest in the Project, then such Selling Tenant shall first allow the Company or its affiliates or assigns, and effect second the Tenants in Common other than the Selling Tenant (each an "Offeror" and there then exists no Event of Default, if Landlord intends collectively the "Offerors") to solicit offers, or to accept make an unsolicited offer, offer to purchase the Selling Tenant's interest pursuant to the terms and conditions set forth in this Section 7.2. If a Selling Tenant desires to sell its fee interest or leasehold interest in any Propertythe Project, Landlord first such Selling Tenant shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer provide written notice (the “Offer "Notice”), which Offer Notice shall also include the material terms on which Landlord is offering ") of its intent to sell its interest to each Offeror. The Company or its affiliates or its assigns shall first have the Offered Property right, within fifteen (15) days after receipt of such Notice pursuant to Section 10.8, to deliver a written offer to the Selling Tenant and to purchase the estimated closing dateSelling Tenant's interest in the Project. If the Selling Tenant does not accept an offer from the Company or its affiliates or it assigns within fifteen (15) days after receipt of the Notice pursuant to Section 10.8 then the Tenants in Common other than the Selling Tenant shall elect to accept such offer, it shall give Landlord notice of such election have the right within twenty the next fifteen (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (3015) days after the date end of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty first fifteen (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (3015) day period, then Landlord shall have the right to accept deliver an offer and/or enter into an agreement to the Selling Tenant to purchase the Selling Tenants interest in the Project for a price that is greater than the price offered by the Company or its affiliates or assigns. If the Selling Tenant does not accept the offer from either the Company or its affiliates or assigns or the Tenants in Common other than the Selling Tenant, then the Selling Tenant shall be free to sell and/or to sell such Offered Property its interest in the Project to a third partypurchaser other than an Offeror, provided, however, that: (a) Landlord’s conveyance provided that the sale of the Offered Property shall take place within two hundred seventy Selling Tenant's interest to a purchaser (270other than an Offeror) days of delivery of the Offer Notice; (b) the is for a price greater than any purchase price paid for offered by an Offeror pursuant to this Section 7.2 and is in compliance with the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially any loan encumbering the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainProject.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first If Owner shall offer elect to sell the applicable Property or its leasehold interest under a Ground Lease Hotel, Owner shall first give written notice to Manager of such election, which notice will contain the offering price and other major business terms of the proposed sale (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Sale Notice”), which Offer Notice . Manager or its Affiliates shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of have thirty (30) days after receipt of the date Sale Notice (the “Exercise Period”) to elect to purchase the Hotel for ninety-seven percent (97%) of Tenant’s electionthe offering price and on the other terms reflected in the Sale Notice. If Manager or one of its Affiliates so elects to purchase the Hotel, engage in good faith negotiations of Manager or such Affiliate shall have thirty (30) days after such election (the “Negotiation Period”) to enter into a mutually acceptable purchase and sale agreement incorporating for such purchase, which purchase and sale agreement shall provide for, among other things, (i) the payment by Manager or such Affiliate of a non-refundable deposit in an amount equal to two percent (2%) of the purchase price and (ii) the closing of the purchase and sale on a date that is no later than sixty (60) days after the date of the parties’ execution and delivery of the purchase and sale agreement. After Manager’s (or its Affiliate’s) election to purchase the Hotel and until the earlier of the execution of a purchase and sale agreement or the end of the Negotiation Period, Owner and Manager agree to negotiate the terms of such purchase and conditions in Landlord’s Offer Notice sale agreement. Owner agrees that Manager and/or its Affiliates may conduct due diligence on the Hotel before and such other terms as are necessary for after the transaction and agreed by transmittal of the partiesSale Notice. If Manager does not elect to purchase the Hotel, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver parties have not entered into a mutually acceptable binding purchase and sale agreement within such thirty the Negotiation Period or Manager or its Affiliate fails to close under a purchase and sale agreement by the specified closing date (30other than as a result of a breach by Owner or any of its Affiliates of the provisions of the purchase and sale agreement or any action by Owner or any of its Affiliates constituting bad faith), Owner shall be entitled, without Manager’s consent, to consummate the proposed sale with any third party within one (1) day period, then Landlord shall have year following the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, expiration of the Exercise Period; provided, however, that: that (ai) Landlord’s conveyance the sales price received by Owner shall not be less than ninety-two and one-half percent (92.5%) of the Offered Property shall take place within two hundred seventy (270) days of delivery of sales price which Owner would have received had it consummated the Offer Notice; (b) proposed transaction with Manager on the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included terms and conditions set forth in the Offer Sale Notice; , and (cii) the other terms and conditions of such sale taken as transaction, viewed reasonably and in the aggregate, shall not be materially more favorable to the third party purchaser than those set forth in the Sale Notice. If such proposed transaction is not consummated within such one (1)-year period, the rights of Manager to a whole Sale Notice shall be substantially reinstated. If either party shall default under this Section, the same other party shall be entitled to specific performance. No exercise or better for Landlord than the proposed terms contained in the Offer Notice. Tenantwaiver by Manager of any of its rights hereunder shall modify, abridge, impair or affect any of Manager’s rights under any of the other terms or provisions of this Agreement. Any sale, transfer or other conveyance of all or any part of the Hotel or Owner’s interest therein in violation of this Section shall be reinstituted null and void. The terms and provisions of this Section shall be in addition to and cumulative of all of the other terms and provisions of this Agreement, including, without limitation, the terms and provisions of Section 21.2. The provisions of this Section 21.4 shall survive any termination or expiration of this Agreement for a period of six (6) months following the date of such termination or expiration with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery any offer of the Offer NoticeHotel for sale during such six (6)—month period. Tenant’s rights under this paragraph This Section 21.4 shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant Hotel to or in lieu an Affiliate of taking by eminent domainOwner.

Right of First Offer. So long Subject to the written rights of other tenants in the Building existing as of the date hereof, which rights shall be superior to those of Tenant under this Agreement is still in full force and effect and there then exists no Event Section 34.1, at all times during the Term, Tenant shall have a right of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell lease any space located in the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice Building becoming available for lease (the “Offer Space”). Landlord will provide Tenant with written notice (each, an “Offer Notice”), which ) of any Offer Space prior to negotiating or extending an offer to lease such space to any third party. Tenant shall have fifteen (15) days following receipt of such Offer Notice shall also include the material terms on in which Landlord is offering to sell the Offered Property elect in writing (an “Election Notice”) to Tenant and the estimated closing dateproceed with negotiating a lease of such Offer Space with Landlord. If Tenant fails to deliver to Landlord an Election Notice within such fifteen (15) day period, then Tenant shall elect be deemed to accept have waived its right to negotiate a lease with Landlord with respect to such offerOffer Space and Landlord may proceed to negotiating or extending an offer to lease the Offer Space to third parties. In such event, it if Landlord fails to enter into a lease with a third party for such Offer Space within one hundred eighty (180) days of the date of the Offer Notice, then Tenant shall give Landlord notice again have a right of first offer to negotiate a lease of such election Offer Space in accordance with the terms of this Section 34.1. In the event Tenant timely delivers Landlord an Election Notice, then Landlord shall exclusively negotiate a lease of the Offer Space with Tenant in good faith. In the event that Landlord and Tenant are unable to reach mutually satisfactory lease terms for such Offer Space within twenty (20) Business Days days after Landlord’s receipt of Tenant’s Election Notice, Landlord may proceed to negotiating or extending an offer to lease the Offer Notice is givenSpace to third parties. If Tenant elects In such event if Landlord fails to accept enter into a lease with a third party for such offer Offer Space within such twenty one hundred eighty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30180) days after of the date of Tenant’s electionthe Election Notice, engage then Tenant shall again have a right of first offer to negotiate a lease of such Offer Space in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating accordance with the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonablyof this Section 34.1. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.[SIGNATURES APPEAR ON FOLLOWING PAGE]

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event Subject to Section 5.2 below, the Company shall deliver to Banc of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease America Strategic Investments Corporation (the “Offered PropertyBASIC”) to Tenant at a price to be identified by Landlord in such offer written notice (the “Offer Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Offer Notice Financing Counterproposal shall also include be subject to the material terms on which Landlord Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed otherwise waived by the parties, acting reasonablyMajor Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event Tenant fails BASIC does not deliver to accept Xxxxxxxx’s offer the Company the Financing Counterproposal within such twenty (20) Business Day periodthe Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the parties, having negotiated terms set forth in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, Financing Notice; provided, however, that: (a) Landlord’s conveyance of that such terms are not materially adverse to the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal Company as compared to or greater than 97% of the purchase price included those set forth in the Offer Notice; BASIC Term Sheet proposed to be executed by BASIC, and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any without limitation of the foregoing, or (v) a sale or other transfer pursuant which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to or the stockholders of the Company than the valuation set forth in lieu of taking the BASIC Term Sheet proposed to be executed by eminent domainBASIC.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if In the event Landlord intends decides to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Propertymarket the Demised Premises for sale, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease notify Tenant of that intention, in writing (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Landlord’s Offer Notice”), which Landlord’s Offer Notice shall also include specify the material terms on and conditions under which Landlord is offering willing to sell the Offered Property Demised Premises and under which it intends to offer the Demised Premises for sale to third parties (the “Terms and Conditions”). Landlord’s Offer Notice shall be deemed an offer to sell the Demised Premises which is available for acceptance or rejection by Tenant and on the estimated closing dateterms expressed in this Section 37.15. If Tenant shall elect wishes to accept such offerthe offer to purchase the Demised Premises on the Terms and Conditions, it shall give Landlord notice of such election Tenant shall, within twenty (20) Business Days after days following receipt of Landlord’s Offer Notice, deliver to Landlord written and unconditional acceptance of the Offer Notice is givenTerms and Conditions (“Tenant’s Acceptance Notice”), together with a non- refundable deposit in the amount of five percent (5%) of the purchase price. Tenant shall then have ninety (90) days to complete the purchase of the Demised Premises. If Tenant elects either (i) rejects Landlord’s Offer Notice, (ii) accepts Landlord’s Offer Notice, but subject to accept such conditions or contingencies, (iii) submits a counter-offer within such twenty to Landlord’s Offer Notice, (20iv) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in accepts Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant but fails to accept Xxxxxxxx’s offer within such twenty complete the purchase with the ninety (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (3090) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, period provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) fails to respond to Landlord’s Offer Notice, Tenant shall be deemed to have rejected Landlord’s Offer Notice, in which case Landlord will have no further responsibility under this Section 37.15 and will be free to sell the Demised Premises to a party other than Tenant on substantially the same terms as were offered to Tenant. If Landlord subsequently decides to market the Demised Premises on terms substantially more favorable to a prospective purchaser than those originally presented to Tenant, then Landlord shall again deliver Landlord’s Offer Notice to Tenant and the procedure described in this Section 37.15 shall be repeated. If any Lender or successor to a Lender acquires title to the Demised Premises by “deed-in-lieu of foreclosure” or by foreclosure, the procedures’ of this Section 37.15 shall not be applicable to such a sale or any sale by the Lender; provided, however, it shall continue to be applicable to any sale by any person or entity other transfer pursuant than Lender, other than the foreclosure sale itself. The foregoing commitments by Landlord shall not constitute a right of first refusal which Tenant can enforce against Landlord to or in lieu the detriment of taking by eminent domainany sale to a third party which Landlord may elect to make so long as the provisions of this Section 37.15 have been observed.

Right of First Offer. So long as this Agreement If, during the Lease Term, Landlord, in its sole discretion, elects to offer to sell the Premises to any third party, then provided the Lease is still in full force and effect and there then exists is no uncured Event of DefaultDefault under the Lease, if Landlord intends to solicit offers, or to accept an unsolicited offer, Tenant will have a right of first offer (the Right of First Offer) to purchase its fee interest or leasehold interest in the Premises prior to Landlord selling the Premises to any Propertythird party. Prior to Landlord selling the Premises to third parties, Landlord will first shall offer to sell the applicable Property or its leasehold interest under Premises to Tenant by giving a Ground Lease written notice (the “Offered Property”Offer) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include containing all of the material terms on and conditions upon which Landlord is offering would be willing to sell the Offered Property to Tenant Premises, including, without limitation, the purchase price and the estimated proposed closing date. If Tenant shall elect will have 10 days from receipt of the Offer to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is givenin writing. The failure of Tenant to accept the Offer within such 10 day period will constitute a rejection of the Offer. If Tenant elects to accept such offer within such twenty (20) Business Day periodaccepts the Offer, Landlord and Tenant shall, for shall promptly enter into a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating incorporating, among others, the terms set forth in the Offer. If Tenant rejects (or is deemed to have rejected) the Offer, Landlord will be free to sell the Premises to a third party upon the same basic terms and conditions as were stated in Landlord’s the Offer Notice and such other terms as are necessary for the transaction Right of First Offer granted herein will automatically terminate and agreed by the partiesbe of no further force or effect. However, acting reasonably. In the event Tenant if (a) Landlord fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver enter into a mutually acceptable purchase and sale agreement for the Premises within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) 180 days of delivery of after the Offer Notice; is rejected or deemed rejected, (b) Landlord fails to sell the Premises within 300 days after the Offer is rejected or deemed rejected, or (c) Landlord desires to enter into a purchase price paid for the Offered Property shall be and sale agreement on economic terms equal to or greater less than 9795% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms that contained in the Offer Notice. Offer, Tenant’s rights shall Right of First Offer will be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not reinstated and apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainanew.

Right of First Offer. So long as this Agreement is still 2.1 (a) Offer to Company and Other Party: If either party ("Offering Party") desires to sell, transfer or otherwise dispose for value all or any of its common stock of FiveCom, other than in full force and effect and there then exists no Event of Defaultconnection with the Offering, such Offering Party (or its successor in interest, if Landlord intends any, should the Offering Party have dissolved or filed for bankruptcy) shall first offer such common stock to solicit offers, or the Company and the other party ("Offeree Party") by giving to accept an unsolicited offer, the Company and to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer Offeree Party written notice (the “"Offer Notice”") of such Offering Party's desire to sell, transfer, or otherwise dispose of such common stock, and all material terms and conditions of the offer (including, without limitation, the proposed purchase price), which . Failure on the part of the Offering Party to issue such Offer Notice and/or to thereafter observe the requirements of this Section 2.1 (a) shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant render any purported transfer of such common stock void and of no effect. The Company and the estimated closing dateOfferee Party shall have an option to purchase such common stock on such terms, and at such offering price as set forth in the Offering Notice. If Tenant Such option shall elect be exercised within thirty (30) days after such notice by notice to accept such offerthe Offering Party. The Company shall have priority over the Offeree Party, it and, if the Company exercises its option, the option of the Offeree Party shall give Landlord notice only cover that portion of such election the common stock, if any, not covered by the Company in exercising its option. In the event that neither the Company nor the Offeree Party exercises their options as to all offered common stock within twenty thirty (2030) Business Days days after the Offer Notice is given. If Tenant elects by giving notice of their exercise of such option, or, having given notice of exercise of the option, are unable to accept such offer consummate the purchase for reasons beyond the Offering Party's control within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of ending thirty (30) days after the date of Tenant’s electionthe last qualifying notice of exercise, engage in good faith negotiations the Offering Party within one hundred eighty (180) days after the expiration of a mutually acceptable the last right of the Company and the Offeree Party to purchase and sale agreement incorporating such common stock, may sell or assign any remaining, common stock, on substantially the terms and conditions stated in Landlord’s the Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver at a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater no lower than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained set forth in the Offer Notice. Tenant’s rights If such 180-day period has expired, the price is lower, or the other terms are different in any material respect, the Offering Party shall be reinstituted obligated to re-offer the common stock in accordance with respect the terms of this Section 2.1. Any transfer of common stock undertaken pursuant to such Offered Property if Landlord this Section shall not so convey title be subject to the Offered Property to a third party within two hundred seventy (270) days following delivery provisions of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.Section 2.3

Right of First Offer. So long as this Agreement is still The Remaining Shareholders, individually or collectively, will have the option (the "Right of First Offer"), but not the obligation, to submit a bona fide written firm offer (an "Offer") in full force and effect and there then exists no Event writing to the Initiating Shareholder to purchase all but not less than all of Defaultthe Offered Securities on a pro-rata basis based on the Remaining Shareholders' ownership of the Common Stock (on a fully-diluted basis). In the event that any Remaining Shareholders elect to purchase less than their pro rata share of the Offered Securities, the other Remaining Shareholders may purchase their pro rata portion, if Landlord intends to solicit offersthere is more than one such Remaining Shareholder, or all, if there are no other such Remaining Shareholders, of any Offered Securities any Remaining Shareholder has elected not to purchase. The Offer must be submitted within thirty (30) days of the date the Transfer Notice is deemed effective in accordance with Section 12(b) by such Remaining Shareholder. Failure by the Remaining Shareholders to submit an Offer within such time period will be deemed an election not to exercise their option to submit an Offer. Within ten (10) days after receipt of an Offer, the Initiating Shareholder shall deliver written notice to the Remaining Shareholders indicating whether such Initiating Shareholder shall accept or reject such Offer. If the Initiating Shareholder accepts an unsolicited offerOffer, to the closing of the purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell and sale of the Offered Property Securities to Tenant the Remaining Shareholders will take place as soon as is reasonably practicable thereafter at such date, time, and place as the Initiating Shareholder and the estimated closing dateRemaining Shareholders may reasonably determine. If Tenant shall the Remaining Shareholders do not elect to accept such offermake an Offer, it shall give Landlord notice of such election within twenty (20) Business Days after or if the Offer Notice is given. If Tenant elects Initiating Shareholder rejects the Offer, the Initiating Shareholder will thereafter be free, subject to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shallthe Co-Sale Rights discussed below, for a period of thirty one hundred eighty (30180) days after expiration of the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period referred to above, to consummate a Transfer to an unaffiliated third party (a "Third Party Sale"), at a per share price in excess of the price contained in the Offer, if any; provided, that, the Initiating Shareholder provides prior written notice (a "Sale Notice") of such Third Party Sale to the Remaining Shareholders, which Sale Notice shall contain a description of the material terms of such Third Party Sale; provided, further, that, prior to completing any Third Party Sale, such transferee(s) first execute(s) and deliver(s) to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the Initiating Shareholder and naming the Shareholders as intended third-party beneficiaries of such agreement. If a Third Party Sale is not consummated within such 180-day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance Initiating Shareholder will not Transfer any of the Offered Property shall take place Securities as have not been purchased within two hundred seventy (270) days of delivery such period without again complying with all of the Offer Notice; (b) provisions of this Section 3. A Third Party Sale that constitutes a Change of Control shall not be prohibited so long as the purchase price paid for the Offered Property shall be equal to or greater than 97% Company otherwise complies with Article 4, Part A, Section 3 of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainAmended Charter.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event At least thirty (30) days prior to any Transfer (other than with respect to a Public Sale or an Approved Sale) of Defaultany Stockholder Shares by any Additional Stockholder or any of such Person’s Permitted Transferees, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease Person making such Transfer (the “Offered PropertyOffering Stockholder”) to Tenant at shall deliver a price to be identified by Landlord in such offer written notice (the “Offer Notice”)) to the Company and the Xxxx Group specifying in reasonable detail the number of Additional Stockholder Shares proposed to be Transferred, the proposed purchase price (which Offer Notice shall also include be payable solely in cash) and the other material terms on which Landlord is offering to sell and conditions of the Offered Property to Tenant and the estimated closing dateTransfer. If Tenant shall The Company may elect to accept purchase all or any portion of such offerAdditional Stockholder Shares to be Transferred, it shall give Landlord upon the same terms and conditions as those set forth in the Offer Notice, by delivering a written notice of such election to the Additional Transferring Stockholder and the Xxxx Group within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date Offer Notice has been delivered to the Company. If the Company has not elected to purchase all of Tenant’s electionthe Additional Stockholder Shares to be Transferred within such period, engage the Xxxx Group may elect to purchase all or any portion of the Additional Stockholder Shares to be Transferred, upon the same terms and conditions as those set forth in good faith negotiations the Offer Notice, by giving written notice of a mutually acceptable such election to the Additional Transferring Stockholder within forty-five (45) days after the Offer Notice has been given to the Company (the “Election Period”). If the Company and the Xxxx Group collectively elect to purchase fewer than all of the Additional Stockholder Shares specified in the Offer Notice and sale agreement incorporating if the terms and conditions of this Section 2(b) have been met, then the Offering Stockholder may transfer the remaining portion of the Additional Stockholder Shares specified in Landlord’s the Offer Notice at a price and such other on terms as are necessary for no more favorable to the transaction and agreed by transferee(s) thereof than specified in the parties, acting reasonablyOffer Notice during the thirty-day period immediately following the expiration of the Election Period. In the event Tenant fails to accept Xxxxxxxx’s offer Any Additional Stockholder Shares not transferred within such twenty (20) Business Day period, thirty-day period will continue to be subject to the provisions of this Section 2(b). If the Company or the partiesXxxx Group have elected to purchase Additional Stockholder Shares hereunder, having negotiated the transfer of such shares shall be consummated as soon as practicable after the delivery of the election notice(s) to the Transferring Stockholder, but in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement any event within such thirty (30) day period, then Landlord shall have days after the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance expiration of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainElection Period.

Right of First Offer. So long as Buyer has a “Right of First Offer” for any proposed sale of the Facility by Seller, all in accordance with the provisions of this Agreement is still in full force and effect and there then exists no Event Section‌ 14.23. Prior to Seller consummating a sale of Defaultthe Facility, if Landlord intends Seller shall provide notice to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under Buyer of Seller’s proposed sale (a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Proposed Sale Notice”). Upon receipt of such notice, Buyer shall have forty-five (45) days in which Offer Notice shall also include to provide notice to Seller indicating whether Buyer is interested in negotiating with Seller to purchase the material terms on which Landlord is offering Facility from Seller. If Buyer does not provide such a notice, then, subject to the requirements of Section 14.7, Seller may sell the Offered Property Facility to Tenant any third party, provided that if a sale is not consummated within eighteen (18) months following the date of the Proposed Sale Notice, then Seller must provide Buyer with another Proposed Sale Notice hereunder (and go through the estimated closing dateprocess set forth herein) before consummating any such sale. If Tenant Buyer provides a notice in response to Seller’s Proposed Sale Notice indicating that Buyer is interested in purchasing the Facility, then the Parties shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shallundertake, for a period of up to thirty (30) days after from the date of TenantBuyer’s electionresponse to Seller, engage in good faith negotiations of a mutually acceptable purchase and sale to determine if they are able to reach mutual agreement incorporating on the terms and conditions in Landlord’s Offer Notice and such other terms as of a sale of the Facility to Buyer. If the Parties are necessary for unable to reach a mutual agreement, then, subject to the transaction and agreed by requirements of Section 14.7, Seller may sell the partiesFacility to any third party, acting reasonably. In provided that if a sale is not consummated within eighteen (18) months following the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or date of the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within expiration of such thirty (30) day period, then Landlord shall have Seller must provide another Proposed Sale Notice hereunder (and go through the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (aprocess set forth herein) Landlord’s conveyance before consummating any future sale of the Offered Property Facility, and provided further that any such sale shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the not be for an aggregate purchase price paid for less than the Offered Property shall be equal to or greater than 97% of the aggregate purchase price included last offered by Seller to Buyer in writing during the thirty (30) day negotiation period. The Right of First Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) any sale-leaseback or similar Facility financing by Seller, to any transfer of the grant Facility to Facility Lender by deed in lieu of a mortgage lien as collateral foreclosure, or to any sale by any Facility Lender in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance exercise of doubt, any subsequent transfers Facility Lender remedies under financing security documents. Each Party was represented by legal counsel during the negotiation and execution of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any this Agreement and the Parties have executed this Agreement as of the foregoingdates set forth below, or (v) a sale or other transfer pursuant to or in lieu effective as of taking by eminent domain.the Effective Date. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY Date: By:_ Attest: KINGBIRD SOLAR B, LLC Date: By: Its: Attest: EXHIBIT C APPENDIX A TO POWER PURCHASE AGREEMENT, DATED AS OF , 0000 XXXXXXX XXXXXXXX XXXXXXXXXX PUBLIC POWER AUTHORITY AND KINGBIRD SOLAR B, LLC CONTRACT PRICE

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of DefaultIn the event that the Avalon Investors -------------------- wishes to Transfer its Equity Securities, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first the Avalon Investors shall offer to sell provide the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer Company with written notice (the “"Offer Notice”), which Offer Notice shall also include ") indicating the proposed ------------ purchase price and other material terms on which Landlord is offering to sell and conditions of the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offerproposed Transfer and, it shall give Landlord notice of such election within twenty for ten (2010) Business Days after following the Company's receipt of such Offer Notice is given. If Tenant elects Notice, the Company shall have the exclusive option to accept deliver a reply notice (the "Reply Notice") to Avalon Investors setting forth the irrevocable election ------------ of the Company to require Avalon Investors to sell to the Company all (but not less than all) of such offer within such twenty (20) Business Day period, Landlord Equity Securities at the purchase price and Tenant shall, for a period of thirty (30) days after on the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the other material terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained specified in the Offer Notice. Tenant’s rights shall be reinstituted with respect In the event there has not been a timely election by the Company to acquire such Offered Property if Landlord shall not so convey title Equity Securities under this Section 1(c), then Avalon Investors may, during the 180 days (the "Sale Period") following the end of such ten (10) Business Day period and ----------- without any further obligation to the Offered Property Company, sell the number of Equity Securities specified in the Offer Notice, at not less than at the purchase price per Equity Security and on other material terms and conditions not materially more favorable to the transferee thereof than those specified in such Offer Notice. In the event there has been a third party within two hundred seventy (270) days following delivery timely election by the Company to acquire all of the Equity Securities sought to be transferred by Avalon Investors, then the Transfer of such Equity Securities to the Company shall close at a time and place as reflected in the Offer Notice. Tenant’s rights under this paragraph At such closing, each party shall not apply to (i) the grant of a mortgage lien as collateral pay its own costs and expenses in connection with a bona fide financing, (ii) a foreclosure sale or deed such Transfer. The rights and restrictions contained in lieu thereof with respect this Section 1 continue to bona fide third-party indebtedness (but not, for be applicable to the avoidance Class A Units specified in the Transfer Notice after any such Transfer and the Eligible Transferee agrees in writing to be bound by the provisions of doubt, any subsequent transfers this Agreement. Any Class A Units not so Transferred within the Sale Period will be subject to the provisions of such Offered Property by such foreclosing lender or its designeethis Section 1(c), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.

Right of First Offer. So long Except as this Agreement is still in full force and effect and there then exists no Event of Defaultprovided below, if Landlord intends Buyer hereafter seeks to solicit offerssell or dispose of all or substantially all of the Transferred Assets or any entity in which those assets comprise all or substantially all of its assets, whether by way of a sale of securities, merger, consolidation or similar proceeding, to any unaffiliated third party (a “Triggering Event”), Buyer hereby grants to Seller a right of first offer to acquire those assets. If Xxxxx seeks to enter into a Triggering Event, it shall provide written notice of the proposed Triggering Event prior to the date Buyer seeks to enter into the Triggering Event, or to accept an unsolicited offer, commence offering that opportunity to purchase its fee interest or leasehold interest in any Property, Landlord first another Person. Seller shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) have days after the date of TenantXxxxx’s electionnotice to notify Buyer in writing of its intent to acquire the assets or equity subject to that transaction. If Seller submits an offer for any of the assets or equity, engage it must submit an offer to acquire all of those assets or equity and the related liabilities, unless the Parties otherwise agree. The Parties shall have days after Seller notifies Buyer in good faith negotiations writing of a its intent to acquire such assets or equity to negotiate the principal business terms of that transaction which shall consist of the net book value of the assets at the time of closing, as well the remaining useful life, which determination shall be consistent with the valuation methodology used to determine the purchase price set forth herein. If they agree on those terms, then they shall continue to prepare definitive documents to effect that transfer on mutually acceptable purchase and sale agreement incorporating terms during the terms and conditions in Landlord’s Offer Notice and such other terms as next seventy-five (75) days. If at the end of that time, the parties are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails unable to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day periodconsummate that transaction, then Landlord Buyer shall have the right to accept an offer and/or enter into an agreement be free to sell and/or those assets or equities to sell such Offered Property any other potential purchaser for a price not materially less than the net book value, provided that the revenue from any sale to a any unaffiliated third party, provided, however, thatparty in excess of the net book value shall be divided evenly between Buyer and Seller. This right of first offer shall not apply to: (a) Landlord’s conveyance of ordinary course retirements, replacements or additions to the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; Transferred Assets, (b) the purchase price paid for the Offered Property shall be equal to any transaction not involving all or greater than 97% substantially all of the purchase price included in the Offer Notice; and Transferred Assets or their replacements, or (c) the other terms any sale, merger or reorganization of such sale taken as a whole shall be Buyer or involving all or substantially the same all of its assets or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainsecurities.

Right of First Offer. So long as this Agreement is still In the event that Tenant elects to sell its leasehold interest in full force and effect and there then exists no Event of Default, if Landlord intends to solicit offersthe Premises, or to accept Tenant receives an unsolicited offer, offer to purchase its fee interest or leasehold interest in any Propertythe Premises that Tenant wishes to accept, Landlord then, Tenant shall first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease in the Premises to Landlord (the “Offered PropertyTenant’s Sale Offer”) by giving Landlord written notice of the terms and conditions on which Tenant is willing to Tenant at a price to be identified by Landlord sell its leasehold interest in such offer notice the Premises (the “Sale Offer Notice”), which . Landlord shall have sixty (60) days after receipt of the Sale Offer Notice in which to notify Tenant if it unconditionally accepts Tenant’s Sale Offer on the terms and conditions contained in the Sale Offer Notice. Failure to respond within such sixty (60) day period shall also include the material terms on which be deemed Landlord’s rejection of Tenant’s Sale Offer. If Landlord is offering to sell the Offered Property to accepts Tenant’s Sale Offer in writing, Tenant and Landlord shall enter into a purchase agreement on the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after terms and conditions contained in the Sale Offer Notice is given. If Tenant elects with the closing to accept such offer within such twenty occur not later than one hundred sixty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30160) days after the date of Tenant’s electionSale Offer Notice. If Landlord fails to accept Tenant’s Sale Offer, engage Tenant may sell its leasehold interest in good faith negotiations of the Premises to any other person or entity at a mutually acceptable purchase and sale agreement incorporating price not less than five percent (5%) below that contained in the terms and conditions in Landlord’s Sale Offer Notice and such other on terms as are necessary for no less favorable than those contained in the transaction and agreed by Sale Offer Notice; provided, however, that if Tenant does not close escrow on the partiessale of its leasehold interest in the Premises within three hundred sixty (360) days of the date of the Sale Offer Notice, acting reasonably. In the event or if Tenant fails proposes to accept Xxxxxxxx’s offer within such twenty (20) Business Day periodterms more favorable than that required above, or the parties, having negotiated in good faith, fail Tenant shall be required to execute and deliver a mutually acceptable purchase new Sale Offer Notice to Landlord and sale agreement within such Landlord shall then have thirty (30) day period, then Landlord shall have the right days to accept an offer and/or enter into an agreement respond to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the new Sale Offer Notice. Tenant’s rights The provisions of this Article 35 shall be reinstituted with respect to such Offered Property if Landlord shall not so convey continue throughout the Term, and any transferee who takes leasehold title to the Offered Property Premises from, by or through Tenant shall take title to a third party within two hundred seventy (270) days following delivery of the Offer Notice. TenantPremises subject to Landlord’s rights under this paragraph shall not apply to (i) Article 35, and notwithstanding that Landlord may have rejected any prior Sale Offer Notice or notices. This right of first offer expires contemporaneously with the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any expiration of the foregoing, Term or (v) a sale or other transfer pursuant to or in lieu earlier termination of taking by eminent domainthis Lease.

Right of First Offer. So long Except as set forth below, the Investor shall not sell any shares of Series C Preferred Stock at any time that the Fair Market Value (as defined in the Series C Articles Supplementary) of a share of Common Stock is less than the then-current Conversion Price of a share of Series C Preferred Stock unless such sales are made in accordance with the provisions of this Agreement is still in full force and effect and there then exists no Event Section 6.23. If the Investor wishes to sell shares of DefaultSeries C Preferred Stock (the “Offered Shares”), if Landlord intends the Investor shall first deliver to solicit offers, or to accept the Company a written notice setting forth an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease Offered Shares on specified terms and conditions, other than price (the “Offer”). The Company may elect to purchase all or any portion of the Offered Property”) Shares by delivering written notice to Tenant the Investor of its election to purchase within 10 Business Days after receipt of the Offer. The notice by the Company shall set forth the number of Offered Shares it wishes to purchase and the price at which the Company proposes to purchase such Offered Shares. In the event that the Company has elected to purchase all or any portion of the Offered Shares before the expiration of the 10-business day period referred to above, the Investor may sell the Offered Shares to the Company or, within 20 Trading Days after the expiration of the 10 Business Day period referred to above, sell the Offered Shares to one or more third parties at a price no less than 105% of the price provided by the Company in response to the Offer and other terms and conditions no more favorable to the purchasers than those contained in the Offer. After the expiration of such 20 Trading Day period, any sale of all or any portion of the Offered Shares shall again be identified subject to the provisions of this Section 6.23. If the Company’s offer to purchase is accepted by Landlord the Investor, the Company shall have 5 Business Days to close on such transaction. For this purpose, a “Trading Day” shall be any day on which the securities in question are traded on the NYSE, or if such offer notice securities are not listed or admitted for trading on the NYSE, on the principal national securities exchange on which such securities are listed or admitted, or if not listed or admitted for trading on any national securities exchange, on Nasdaq National Market (the “Offer NoticeNASDAQ”), or if such securities are not quoted on NASDAQ, in the securities market in which Offer Notice shall also include the material terms on which Landlord is offering securities are traded. In the event that the Company has not elected to sell purchase all or any portion of the Offered Property Shares before the expiration of the 10 Business Day period referred to Tenant and above, the estimated closing date. If Tenant shall elect to accept such offerInvestor may, it shall give Landlord notice of such election within twenty (20) Business 20 Trading Days after expiration of the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) 10 Business Day period, Landlord and Tenant shallsell the Offered Shares to one or more third parties at any price, for a period of thirty (30) days after but on the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the other terms and conditions no more favorable to the purchaser than those specified in Landlord’s Offer Notice and the Offer. After the expiration of such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business 20 Trading Day period, any sale of all or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance any portion of the Offered Property Shares shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall again be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title subject to the Offered Property provisions of this Section 6.23. Notwithstanding anything to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under contrary in this paragraph shall not apply to Section 6.23, (i) the grant provisions of this Section 6.23 shall not restrict the ability of a mortgage lien lender to the Investor to whom the Investor has pledged the shares of Series C Preferred Stock as collateral in connection with a bona fide financing, to foreclose upon or otherwise acquire such collateral or restrict such lender from selling or otherwise transferring such collateral and (ii) a foreclosure sale or deed the Investor may sell shares of Series C Preferred Stock with an aggregate Liquidation Preference (as defined in lieu thereof the Series C Articles Supplementary) of up to $10 million in any 12-month period without compliance with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainthis Section 6.23.

Right of First Offer. So long as In the event that during the Term of this Agreement is still in full force and effect and there then exists no Event of Default, if Lease Landlord intends desires to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any sell the Premises and/or the Adjacent Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under give Tenant a Ground Lease notice (the “Offered PropertySale Notice”) to that effect and Tenant shall be given a right of first offer to purchase the Premises and/or the Adjacent Property on the terms and conditions set forth in the Sale Notice. Tenant shall have ten business days in which to make an offer to Landlord to purchase the Premises and/or the Adjacent Property and Landlord shall not solicit or accept offers to purchase the Premises and/or the Adjacent Property from third parties until at least ten business days after Tenant receives such Sales Notice. If Landlord receives an unsolicited offer to purchase the Premises and/or the Adjacent Property from a price to be identified by third party, Landlord in shall not accept such offer until ten business days after Landlord shall by written notice to Tenant stating the terms of such unsolicited offer (the an “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering offer to sell the Offered Premises and/or the Adjacent Property (as the case may be) to Tenant and on the estimated closing datesame terms. If Tenant shall elect have ten business days to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained set forth in the Offer Notice. Tenant’s rights Any Offer Notice and any offer by Tenant in response to a Sale Notice shall be reinstituted with respect deemed a partial and preliminary statement of the terms of any agreement to such Offered Property if purchase and sell the Premises or the Adjacent Property, and neither the acceptance by Tenant of the terms of an Offer Notice nor the acceptance by Landlord shall not so convey title to of the Offered Property terms of any offer from Tenant in response to a third party Sale Notice shall create obligations binding upon Landlord and Tenant. If (i) Landlord and Tenant fail for any reason to enter into a binding agreement for the purchase and sale of the Premises and/or the Adjacent Property (as the case may be) within two hundred seventy (270) thirty days following delivery after acceptance by Tenant of either the terms of the Sale Notice or the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale Tenant fails to offer to purchase the Premises and/or the Adjacent Property (as the case may be) within ten business days after receiving the Offer Notice or deed in lieu thereof with respect to bona fide third-party indebtedness (but notthe Sale Notice, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) Tenant fails to close the purchase of the Premises and/or the Adjacent Property (as the case may be) within 45 days from the date of acceptance of the Sale Notice or Offer Notice, Landlord shall be free to accept the offer described in the Offer Notice or to sell the Premises and/or the Adjacent Property on the terms described in the Sale Notice for a transfer period of 12 months. After said 12 months, Landlord shall not solicit or accept any further offer to any entity that is purchase the Premises and/or the Adjacent Property without sending a Controlled subsidiary new Offer Notice or Controlling parent ofSale Notice to Tenant in accordance with this Section 10.2. If Landlord shall fail to close a transaction within six months after Tenant’s failure to exercise its rights pursuant to a Sale Notice, of if Landlord desires to pursue a sale transaction to a prospective purchaser where the purchase price set forth in the Sale Notice has been reduced by more than 5%, then Landlord shall first again offer such transaction to Tenant in accordance with the provisions of this Section 10.2. The right of first offer specified in this Section 10.2 shall terminate upon the date Tenant or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., Newco or any Controlled subsidiary or Controlling Entity other assignee permitted under Section 6.1.6(b) of any this Lease no longer is the Tenant under this Lease. Time is of the foregoing, or (v) a sale or other transfer pursuant to or in lieu essence for the purposes of taking by eminent domainthis Section 10.2.

Right of First Offer. So long as this Agreement is still If a Tenant in full force Common (a "Selling Tenant") desires to sell its interest in the Project, then such Selling Tenant shall first allow Behringer or its affiliates or assigns, and effect second the Tenants in Common other than the Selling Tenant (each an "Offeror" and there then exists no Event of Default, if Landlord intends collectively the "Offerors") to solicit offers, or to accept make an unsolicited offer, offer to purchase the Selling Tenant's interest pursuant to the terms and conditions set forth in this Section 7.2. If a Selling Tenant desires to sell its fee interest or leasehold interest in any Propertythe Project, Landlord first such Selling Tenant shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer provide written notice (the “Offer "Notice”), which Offer Notice shall also include the material terms on which Landlord is offering ") of its intent to sell its interest to each Offeror. Behringer or its affiliates or it assigns shall first have the Offered Property right, within fifteen (15) days after receipt of such Notice pursuant to Section 10.8, to deliver a written offer to the Selling Tenant and to purchase the estimated closing dateSelling Tenant's interest in the Project. If the Selling Tenant does not accept an offer from Behringer or its affiliates or it assigns within fifteen (15) days after receipt of the Notice pursuant to Section 10.8 then the Tenants in Common other than the Selling Tenant shall elect to accept such offer, it shall give Landlord notice of such election have the right within twenty the next fifteen (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (3015) days after the date end of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty first fifteen (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (3015) day period, then Landlord shall have the right to accept deliver an offer and/or enter into an agreement to the Selling Tenant to purchase the Selling Tenants interest in the Project for a price that is greater than the price offered by Behringer or its affiliates or assigns. If the Selling Tenant does not accept the offer from either Behringer or its affiliates or assigns or the Tenants in Common other than the Selling Tenant, then the Selling Tenant shall be free to sell and/or to sell such Offered Property its interest in the Project to a third partypurchaser other than an Offeror, provided, however, that: (a) Landlord’s conveyance provided that the sale of the Offered Property shall take place within two hundred seventy Selling Tenant's interest to a purchaser (270other than an Offeror) days of delivery of the Offer Notice; (b) the is for a price greater than any purchase price paid for offered by an Offeror pursuant to this Section 7.2 and is in compliance with the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially any loan encumbering the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainProject.

Right of First Offer. So long as this Agreement is still (a) If any Investor Group Holder proposes to Transfer all or any portion of its Common Stock or Common Stock Equivalents, other than to a Permitted Investor Transferee or pursuant to Sections 3.5, 3.6 or 3.12 hereof ("Offered Securities"), such Investor Group Holder shall, prior to providing information to or engaging in full force any discussions with another Person (other than a Permitted Investor Transferee) with respect to such proposed Transfer, give prior written notice (a "Transfer Notice") to EES and the Company of such Investor Group Holder's desire to effect such Transfer, describing the number and there then exists no Event type of DefaultOffered Securities that such Investor Group Holder desires to sell and offering EES the opportunity to make an offer to purchase such Offered Securities. After receipt of the Transfer Notice, if Landlord intends to solicit offersEES shall be entitled, or to accept an unsolicited offerbut not obligated, for thirty (30) days from the date of receipt of the Transfer Notice, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell purchase all, but not less than all, of the applicable Property or its leasehold interest under Offered Securities for cash by delivering a Ground Lease written notice specifying the terms of such offer (the “Offered Property”"Offer") to Tenant at a price to be identified by Landlord in such offer notice Investor Group Holder within such thirty (30)-day period, PROVIDED, HOWEVER, that if none of the “Offer Notice”)EES Group Holders or their respective Affiliates could lawfully purchase the Offered Securities, EES shall as promptly as practicable advise the Investor Group Holder of such fact, which notice shall constitute notice that EES will not make an Offer Notice to purchase such securities and whereupon such thirty (30)-day period shall also include the material terms on which Landlord is offering be deemed to sell the Offered Property to Tenant and the estimated closing datehave ended. If Tenant shall elect EES fails to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the make an Offer Notice is given. If Tenant elects to accept such offer within such twenty thirty (20) Business Day 30)-day period, Landlord and Tenant shall, the Investor Group Holder may for a period of ninety (90) days following the end of such thirty (30)-day period, Transfer such Offered Securities to any Person, subject to compliance with Section 3.7. If EES makes an Offer, then the Investor Group Holder shall be entitled, but not obligated, to accept the Offer within thirty (30) days after its receipt thereof (the date "Acceptance Deadline") by sending a written acceptance of Tenant’s election, engage such Offer in good faith negotiations of a mutually acceptable purchase whole (and sale agreement incorporating the terms and conditions not in Landlord’s part) to EES. If such Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day periodis not accepted, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to Investor Group Holder may for a third party, provided, however, that: period of ninety (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (27090) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financingAcceptance Deadline, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness Transfer all (but not, for the avoidance of doubt, any subsequent transfers not less than all) of such Offered Property Securities to any Person but only for an aggregate consideration exceeding the aggregate consideration offered in such Offer by EES (with the value of any consideration other than cash to be received being determined by agreement between EES and such foreclosing lender or its designeeInvestor Group Holder for such purpose), (iii) subject to compliance with Section 3.7. Each of the certificates representing Offered Securities issued upon a transfer Transfer pursuant to any entity that is a Controlled subsidiary or Controlling parent ofthis Section 3.4 shall bear the restrictive legends set forth in Section 3.10, unless in the reasonable judgment of counsel for the Company, or an entity under common Control withcounsel to the Investor Group Holder reasonably acceptable to the Company, Landlordsuch legend is not required in order to ensure compliance with the Securities Act. If the Offered Securities are not Transferred within the applicable ninety (90)-day period during which the Investor Group Holder may Transfer the Offered Securities as provided above, (iv) a transfer such Offered Securities must be re-offered to any entity whose business is managed by The RMR EES in accordance with the provisions of this Section 3.4 if the Investor Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of Holder still desires to Transfer the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainOffered Securities.

Right of First Offer. So long as this Agreement In the event the Owner Participant desires to, directly or indirectly, sell, lease, convey or otherwise transfer its Beneficial Interest at any time prior to the expiration or early termination of the Network Lease in accordance with Section 10, 13, 14, 15 or 18 thereof to any Person other than TVA, then unless such sale, lease, conveyance or transfer (i) is still in full force and effect and there then exists no connection with a sale by the Owner Participant of all or substantially all of its assets in a transaction tantamount to a merger, (ii) is to an Affiliate of the Owner Participant, (iii) occurs when a Significant Lease Default or Lease Event of Default, if Landlord intends to solicit offersDefault shall have occurred and be continuing, or (iv) is to accept an unsolicited offerOther Owner Participant, the Owner Participant shall first offer the Beneficial Interest to purchase its fee interest or leasehold interest TVA on the terms and conditions set forth in any Property, Landlord first this Section 14. Such offer shall offer be made to sell TVA in the applicable Property or its leasehold interest under form of a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”)proposed term sheet, which Offer Notice proposed term sheet shall also include a full and complete statement of the material terms on price and all the terms, conditions and provisions upon which Landlord is offering the Owner Participant would he willing to sell transfer its Beneficial Interest. TVA will thereafter have the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election right within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days from and after the date receipt by TVA of Tenant’s electionsuch proposed term sheet to notify the Owner Participant of its irrevocable intent to exercise its right hereunder. If TVA elects to exercise the right provided in the preceding sentence, engage in good faith negotiations it will within sixty (60) days of such notice execute a mutually acceptable purchase and sale agreement incorporating contract on the same terms and conditions in Landlord’s Offer Notice and as the offer giving rise to such other terms as are necessary for right. If TVA does not give such notice to the transaction and agreed by Owner Participant within the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day periodperiod or, then Landlord shall have having given such notice, does not execute such a contract within sixty (60) days of such notice, the right Owner Participant will be free to accept an offer and/or enter into an agreement proceed under the terms and conditions substantially as set forth in the proposed term sheet delivered to sell and/or TVA, unless, in the case of a failure to sell execute the contract within sixty (60) days, if such Offered Property failure is attributable to a third partyfailure of the Owner Participant to proceed with such sale or to negotiate such contract on the basis of the terms, providedconditions and provisions of the proposed term sheet. In the event that such terms or conditions are revised in any way that materially changes the agreement for sale, howeverlease, that: conveyance or transfer such that the terms of sale are substantially less favorable to the Owner Participant (including any reduction in price or a change in the terms of payment thereof in a manner that is beneficial to the potential purchaser), the Owner Participant must again comply with the notice and offer provisions of this Section 14. Any such sale, lease, conveyance or transfer to TVA shall be subject to the provisions of Section 7.1 (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy hereof other than Sections 7.1 (270a) days of delivery of the Offer Notice; (biv) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (cv) and the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord Owner Participant shall not so convey title be required to pay the Offered Property to a third party within two hundred seventy (270) days following delivery fees and expenses of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral TVA in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domaintransfer.

Right of First Offer. So long as this Agreement is still in full force (A) Subject to the terms hereof and effect and there then exists provided no Event of DefaultDefault then remains uncured under the Lease, Landlord agrees that it will not sell the Premises (or, if Landlord intends to solicit offersthe Premises is Landlord’s sole asset, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord transfer all of Landlord’s capital stock) during the Lease Term unless it first shall extends a bona fide offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) Premises to Tenant at a price and on such terms and conditions as Landlord may describe in a written “offer to be identified by sell” given to Tenant in the same fashion as notices given pursuant to the provisions of Section 26 of this Lease. Landlord in such shall, not less than fifteen (15) days prior to Landlord’s general circulation of offering materials for the Premises, deliver to Tenant the offer notice to sell (the “Sale Offer Notice”). Tenant shall have fifteen days after receipt of the Sale Offer Notice to (i) exercise its right of first offer by agreeing to the economic terms of the purchase and sale and giving Landlord written notice of Tenant’s election to acquire the Premises (“Sale Election Notice”) or (ii) not to exercise its right of first offer for the acquisition of the premises, it being understood and agreed that if no notice is received from Tenant during said fifteen day period, Tenant shall be deemed not to have elected to purchase the Premises. Within 30 days after receipt of Tenant’s Sale Election Notice, Landlord will provide Tenant with an agreement of purchase and sale, which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of will negotiate and execute within thirty (30) days after the date of Tenant’s election, engage in good faith negotiations delivery of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonablySale Election Notice. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or execute the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable agreement of purchase and sale agreement within such said thirty (30) day periodperiod after giving its Sale Election Notice or in the event Tenant does not deliver the Sale Election Notice, then Landlord shall have the right to accept an offer and/or enter into an agreement thereafter to sell and/or the Premises to any third party purchaser free and clear of any rights by Tenant under this Section 43; provided that, before entering into a contract to sell such Offered Property the Premises at a price which is less than ninety-five percent (95%) of the price at which the Premises was offered to a third party, provided, however, that: (a) Tenant in Landlord’s conveyance of Sale Offer Notice, Landlord shall again offer to sell the Offered Property Premises to Tenant in accordance with this Section 43 (in which event Tenant shall take place within two hundred seventy (270) days of exercise its rights under this Section 43 by delivery of the Offer Notice; Sale Election Notice within three (b3) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) business days following after delivery of the Sale Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists Each time a Member proposes to Transfer all or any part of that Member’s Membership Interest other than to a Permitted Transferee (such Member, an “Offering Member”), such Offering Member shall first obtain the consent of the Manager to the terms of any such transfer by providing written notice to the Manager of the proposed terms of the transfer. The Manager shall, within ten (10) days of receipt of such notice, either approve the proposed terms or propose revised terms to the Offering Member. The Offering Member may accept the revised terms or provide a new proposal to the Manager. In no Event event will the Manager be required to approve the terms of Defaultany proposed offer to transfer the Membership Interests. Following the approval by the Manager of a proposed transfer other than to a Permitted Transferee, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first Offering Member shall offer that Member’s Membership Interest to sell the applicable Property or its leasehold interest under non-transferring Members by providing written notice (“ROFO Notice”) to all Members with a Ground Lease copy to the Company specifying the percentage and type of Membership Interest the Offering Member desires to Transfer (“Offered Amount”), the price (the “Offered PropertyOffering Price”) for which the Offering Member intends to Tenant at a price to be identified by Landlord in such offer notice (market the “Offer Notice”), which Offer Notice shall also include the Membership Interest for sale and any other material terms on which Landlord is offering to sell of the Offered Property to Tenant and the estimated closing dateoffer. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for For a period of thirty (30) days after following delivery of the date of Tenant’s electionROFO Notice (the “ROFO Option Period”), engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord each non-transferring Member shall have the right to accept send an offer and/or enter into an agreement option reply (“Option Reply”) to sell and/or the Offering Member indicating that such non-transferring Member desires to sell such Offered Property to a third partypurchase the offered Membership Interest at the Offering Price, provided, however, that: (a) Landlord’s conveyance of and on the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included terms and conditions indicated in the Offer ROFO Notice; , which terms shall remain outstanding during the ROFO Option Period. If more than one non-transferring Member indicates interest to purchase the offered Membership Interest upon the Offering Price, on the terms and (c) the other terms of such sale taken conditions as a whole shall be substantially the same or better for Landlord than the proposed terms are contained in the Offer ROFO Notice. Tenant’s rights , then such Membership Interest shall be reinstituted with respect allotted between them as they shall agree, or if they are unable to agree, then in proportion to their relative Residual Percentages determined by multiplying (x) the offered Membership Interest by (y) a fraction, the numerator of which is the Residual Percentage of the exercising Member and the denominator of which is the sum of the Residual Percentages of all exercising Members. If any exercising Member fails to purchase the entire pro rata amount allotted to such Member, each remaining exercising Member shall have the right to purchase its pro rata portion of that unpurchased amount in proportion to their Residual Percentages within 15 business days of such failure to purchase. Notwithstanding the foregoing, if the non-transferring Members do not agree to purchase, in aggregate, the entire Offered Property if Landlord Amount, the Offering Member shall not so convey title be obligated to sell the Offered Amount to the Offered Property Members and may instead offer such amount to any third party provided such offer and sale are in compliance with all securities laws (with any such offer and sale to a third party within two hundred seventy (270permitted only if at or above the Offering Price and containing substantially similar terms and conditions to those described in the ROFO Notice). To the extent permitted under applicable law, a Member holding Other FinTech Shares shall provide a similar right of first refusal to the other Members as set forth in this Section 8.01(d) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but notany transfer or sale of his, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender her or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.Other FinTech Shares

Right of First Offer. So long as this Agreement is still Prior to any Significant Stockholder or any group of Significant Stockholders acting in full force and effect and there then exists no Event of Defaultconcert (each a "Transferring Stockholder") making any single sale, if Landlord intends to solicit offersassignment, or to accept an unsolicited offerother transfer, to purchase its fee interest or leasehold interest series of related sales, assignments, or other transfers (a "Transfer") of Significant Stockholder Stock constituting in any Propertythe aggregate at least 20% of the outstanding shares of Common Stock on a fully diluted, Landlord first as-converted as-exercised basis, the Transferring Stockholders shall offer to sell the applicable Property or its leasehold interest under deliver a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer written notice (the “"Offer Notice”)") to the Significant Stockholders that are not participating in such Transfer (the "Other Significant Stockholders") stating such Transferring Stockholders' intention to Transfer, which Offer Notice shall also include set forth (i) the material terms on which Landlord is offering number of shares and class of capital stock proposed to sell be transferred (the "Offered Shares"), including the number of Offered Shares held by each Transferring Stockholder, (ii) the proposed per share purchase price for the Offered Property to Tenant Shares, and (iii) the name of the representative of the Transferring Stockholders and the estimated closing dateaddress of such representative to which notice or acceptance of the Offer Notice is to be sent. If Tenant there is more than one Transferring Stockholder participating in any one Transfer, the proposed per share price for the Offered Shares must be the same as to the Offered Shares of each Transferring Stockholder. The Other Significant Stockholders shall elect have 10 days from the receipt of such Offer Notice (the "Election Period") to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after . Any Other Significant Stockholder wishing to accept the Offer Notice must deliver a written notice of acceptance of the terms of the Offer Notice which specifies the total number of Offered Shares that such Other Significant Stockholder is givenwilling to purchase from all Transferring Stockholders, which Acceptance Notice shall be delivered to the designated representative of the Transferring Stockholders at the address specified in the Offer Notice. If Tenant elects the total number of shares that the Other Significant Stockholders are willing to accept purchase exceeds the total number of Offered Shares, the Offered Shares shall be allocated on a pro rata basis among the Other Significant Stockholders who delivered Acceptance Notices under this Section 3.01 based on the percentage of Significant Stockholder Stock owned by such offer within Other Significant Stockholders. If the total number of shares that the Other Significant Stockholders are willing to purchase is less than the total number of Offered Shares, the Other Significant Stockholders shall purchase from the Transferring Stockholders on a pro rata basis based on the number of shares offered by each Transferring Stockholder as set forth in the Offer Notice. The purchase of any Offered Shares accepted for purchase by any Other Significant Stockholder(s) under this Section 3.01 shall occur on such twenty (20date and at such time as agreed upon by the designated representative of the Transferring Stockholders and the Other Significant Stockholder(s) Business Day periodpurchasing such Offered Shares, Landlord and Tenant shallprovided that such purchase shall occur no later than 1:00 p.m. Eastern time on the 5th business day following the date on which the election period expires. If the Other Significant Stockholders do not elect to purchase all of the Offered Shares prior to the expiration of the Election Period, each Transferring Stockholder may, for a period of thirty (30) 120 days after from the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance expiration of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for Election Period, Transfer in whole or in part the Offered Property shall be equal Shares owned by such Transferring Stockholder which were not accepted for purchase by any Other Significant Stockholder pursuant to this Section 3.01 to one or greater more transferee(s) at an aggregate price not less than 97100% of the purchase price included per share specified in the Offer Notice multiplied by the number of Offered Shares held by such Transferring Stockholder as set forth in the Offer Notice; and (cprovided that the transferee(s) of the other terms of Offered Shares execute a joinder agreement to this Agreement as provided in Section 6.01. Any Offered Shares not transferred during such sale taken as a whole 120-day period shall again be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title subject to the Offered Property to a third party within two hundred seventy (270) days following delivery provisions of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any Section 3.01 upon subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainTransfer.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s Landxxxx’x offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.

Right of First Offer. So long as this Agreement is still in full force (a) If AOL proposes to Transfer all or any portion of its then-issued Subscribed Shares ("Offered Securities"), AOL shall (i) give prior written notice (a "Transfer Notice") to EES and the Company of AOL's desire to effect such Transfer, describing the number of Offered Securities AOL desires to sell and there then exists no Event requesting that EES make an offer to purchase such Offered Securities. After receipt of Defaultthe Transfer Notice, if Landlord intends to solicit offersEES shall be entitled, or to accept an unsolicited offerbut not obligated, for 30 days from the date of receipt of the Transfer Notice, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell purchase all, but not less than all, of the applicable Property or its leasehold interest under Offered Securities for cash by delivering a Ground Lease written notice specifying the terms of such offer (the “Offered Property”"Offer") to Tenant at a price to be identified by Landlord in AOL within such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date30-day period. If Tenant shall elect EES fails to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the make an Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day 30-day period, Landlord and Tenant shall, then AOL may for a period of thirty (90 days following the end of such 30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) -day period, Transfer such Offered Securities to any Person; PROVIDED THAT the prospective transferee delivers to the Company a document (in form reasonably satisfactory to the Company) stating that the prospective transferee agrees to be bound by the terms of this Agreement as if it were AOL. If EES makes an Offer, then Landlord AOL shall have the right be entitled, but not obligated, to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; within 10 days after its receipt thereof (bthe "Acceptance Deadline") the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms by sending a written acceptance of such sale taken as Offer in whole (and not in part) to EES. If such Offer is not accepted, then AOL may for a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) period of 90 days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financingAcceptance Deadline, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness Transfer all (but not, for the avoidance of doubt, any subsequent transfers not less than all) of such Offered Property by such foreclosing lender or its designee), (iii) a transfer Securities to any entity Person but only for a per share cash consideration exceeding the consideration per share offered in such Offer; PROVIDED that is the prospective transferee delivers to the Company a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, document (ivin form reasonably satisfactory to the Company) a transfer stating that the prospective transferee agrees to any entity whose business is managed be bound by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity the terms of any this Agreement as if it were AOL. Each of the foregoing, or (v) securities issued upon a sale or other transfer Transfer pursuant to or this Section 5.3 shall bear the restrictive legends set forth in lieu Section 5.7, unless in the reasonable judgment of taking by eminent domaincounsel for the Company such legend is not required in order to ensure compliance with the Securities Act. If the Offered Securities are not Transferred within the applicable 90-day period during which AOL may Transfer the Offered Securities as provided above, such Offered Securities must be re-offered to EES in accordance with the provisions of this Section 5.3 if AOL still desires to Transfer the Offered Securities.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event (a) If, at any time prior to the fifth (5th) anniversary of Defaultthe Closing Date, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first the Buyer shall offer propose to sell the applicable Property or its leasehold interest under a Ground Lease Business acquired from the Seller pursuant to this Agreement, the Buyer shall first give notice in writing to Jim Glover, as agent for the Seller and the Stockholders (the “Offered Property”) "SELLXX'X XXXXX"), of its intention to Tenant at a price to be identified by Landlord in such offer do so, which notice (the “Offer Notice”), which Offer Notice "FIRST OFFER") shall also include constitute an offer to the material terms on which Landlord is offering to sell the Offered Property to Tenant Seller and the estimated closing dateStockholders to purchase the Business from the Buyer at the price and upon payment terms set forth in such notice. If Tenant The Seller and the Stockholders, acting through the Seller's Agent, shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for have a period of thirty (30) days after the date giving of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed notice by the partiesBuyer to accept in writing (the "FIRST OFFER ACCEPTANCE") the Buyer's offer set forth in the First Offer. If the Seller and the Stockholders, acting reasonably. In through the event Tenant fails Seller's Agent, shall have delivered the First Offer Acceptance to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail Buyer prior to execute and deliver a mutually acceptable purchase and sale agreement within the expiration of such thirty (30) day period, then Landlord the parties shall have the right negotiate in good faith in an effort to accept an offer and/or enter into an finalize, execute and deliver a definitive purchase agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other containing customary terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title proposed sale. If the parties are unable to the Offered Property to execute and deliver such definitive purchase agreement within a third party within two hundred seventy period of thirty (27030) days following delivery after receipt by the Buyer of the First Offer Notice. Tenant’s rights under this paragraph shall not apply to Acceptance (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers last day of such Offered Property by such foreclosing lender or its designeethirty (30) day period at 5:00 p.m., Eastern Time, being the "FIRST OFFER AGREEMENT DEADLINE"), (iii) a transfer the Buyer shall be free to sell the Business to any other person or entity during the one (1) year period commencing with the expiration of the First Offer Agreement Deadline at a price that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any not less than 90% of the foregoingprice proposed by the Buyer in the First Offer, or (v) a sale or other transfer pursuant to or and on payment terms which, overall, are no less favorable than such payment terms proposed by the Buyer in lieu of taking by eminent domainthe First Offer.

Right of First Offer. So long as this Agreement is still In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest (other than to any direct or indirect wholly-owned Subsidiary of the ultimate parent of the Owner Participant or in full force and effect and there then exists no connection with the exercise of remedies following a Lease Event of Default) prior to the expiration or earlier termination of the Facility Lease Term, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord the Owner Participant must first shall offer to sell such Member Interest to the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms Facility Lessee on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions Conemaugh Participation Agreement 79 85 set forth in Landlord’s Offer Notice this Section 15.1. Such offer shall be made to the Facility Lessee in the form of a proposed term sheet, which proposed term sheet shall include an outline of the price and reasonably detailed outline of all of the material terms, conditions and provisions upon which the Owner Participant would be willing to transfer its interest in the Member Interest. The Facility Lessee will thereafter have the right within a period of forty-five (45) days from and after the receipt by the Facility Lessee of such other terms as are necessary proposed term sheet to notify the Owner Participant of its irrevocable intent to exercise its right to purchase hereunder. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within forty-five (45) days of such notice execute a contract for such purchase and will within 90 days after such execution purchase the Member Interest. If the Facility Lessee does not give such notice to the Owner Participant within the forty-five (45) day period or does not execute such contract for the transaction purchase of the Member Interest within forty-five (45) days of such notice and agreed by cause such sale to occur within ninety (90) days after such execution, subject to extension for any necessary or appropriate Governmental Approvals in respect thereof, the partiesOwner Participant will be free to sell, acting reasonablylease, convey or otherwise transfer such Member Interest on terms and conditions taken as a whole, that, other than in an immaterial respect, are no less favorable to the Owner Participant than the terms and conditions set forth in the proposed term sheet, unless the failure to execute such contract or consummate such purchase is attributable to acts or omissions of the Owner Participant. In the event Tenant fails to accept Xxxxxxxx’s offer within that such twenty (20) Business Day periodterms or conditions are revised in any way that materially changes the agreement for sale, lease, conveyance or transfer such that the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale are materially less favorable, taken as a whole shall be substantially whole, to the same or better for Landlord than the proposed terms contained Owner Participant (including any reduction in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title price or a change in the terms of payment thereof in a manner that is beneficial to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designeepotential purchaser), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity the Owner Participant must again comply with the notice and acceptance provisions of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainthis Section 15.1.

Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept XxxxxxxxLaxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.

Right of First Offer. So long as this Agreement is still in full force If at any time during the Term, Landlord desires to market for sale or transfer any or all of the Premises other than to an Affiliate, Landlord shall first provide written notice to Tenant of its intention to do so, which notice shall constitute an offer of purchase and effect and there then exists no Event of Default, if Landlord intends to solicit offerssale for the Premises, or to accept an unsolicited offerportion thereof, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease Tenant (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “First Offer Notice”), which . The First Offer Notice shall also include contain the material terms on and conditions upon which Landlord is offering intends to sell offer the Offered Property to Tenant Premises for sale or assign its interest therein, including purchase price, closing date (which shall not be earlier than forty five (45) days after acceptance) and other material business terms. Upon receipt of the estimated closing date. If First Offer Notice, Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of have thirty (30) business days after (the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating “Acceptance Period”) to determine whether the terms and conditions in Landlord’s Offer Notice contained therein are acceptable to Tenant and to accept the offer of purchase and sale or to negotiate an agreement with Landlord for the purchase and sale of the Premises upon such other terms and conditions as are necessary for the transaction and agreed by acceptable to the parties. If the terms and conditions contained in the First Offer Notice are acceptable to Tenant, acting reasonablyTenant shall so indicate by providing written notice thereof to Landlord prior to expiration of the Acceptance Period. In the event the terms and conditions contained in the First Offer Notice are unacceptable to Tenant, and Landlord and Tenant fails are unable to accept Xxxxxxxx’s reach agreement on other terms and conditions acceptable to both parties prior to expiration of the Acceptance Period, Landlord shall be free to market and sell or transfer the Premises to other persons for a purchase price not less than the purchase price set forth in the First Offer Notice and on other terms not materially more favorable to the purchaser than those set forth in the First Offer Notice. In the event Landlord does not consummate a sale or other transfer of the Premises in accordance with the terms of the First Offer Notice within one (1) year following the date of such First Offer Notice, Landlord shall again be obligated to provide a new First Offer Notice to Tenant pursuant to this Section 19.1 prior to Landlord continuing (or again, if applicable) seeking, soliciting or entertaining any offer within such twenty (20) Business Day periodto purchase, sell or transfer all or any portion of the Premises other than to an Affiliate. If Landlord does consummate a sale or other transfer of the Premises in accordance with the terms of the First Offer Notice, or to an Affiliate, such sale or transfer shall be subject to the partiesterms and provisions of this Lease; provided, having negotiated however, upon consummation of a bona fide, arms’ length sale or transfer of the Premises to a party other than an Affiliate, Tenant’s rights pursuant to this Section 19.1 shall no longer apply with respect to any subsequent offers to purchase, sell or transfer all or any portion of the Premises by the then-owner of the Premises. In addition to the assignment by Landlord of its interest in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property Premises to a third party, provided, however, thatthe following event shall also constitute an assignment which subjects the Improvements to the terms of this Section 19.1 and for which a First Offer Notice is required: (a) Landlord’s conveyance part or all of the Offered Property ownership interests in any entity to which Xx Xxxxx shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property Improvements shall in any one or more instances be issued, or transferred by sale, assignment, conveyance, operation of law (including, but not limited to, transfer as a result of or in conjunction with any merger, reorganization or recapitalization) or other disposition, or otherwise changed, so as to a third party within two hundred seventy result in less than fifty-one percent (27051%) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property ownership interests being owned individually or collectively by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or Xx Xxxxx and/or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity Affiliate of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainXx Xxxxx.

Right of First Offer. So long as this Agreement is still in full force If Additional Property Seller desires to sell Tract 28 for an amount (the "Proposed Offer Price") of less than One Dollar and effect and there then exists no Event of Default56/100 ($1.56) p.s.f., if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord Additional Property Seller shall first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) Tract 28 to Tenant at a price Purchaser by providing to be identified by Landlord in such offer Purchaser written notice (the “"Offer Notice”), which Offer Notice shall also include the ") of all material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election sale, including but not limited to the Proposed Offer Price. Purchaser shall within twenty ten (2010) Business Days after days from receipt by Purchaser of the Offer Notice is given(the "Acceptance Period") provide to Additional Property Seller written notice (the "Acceptance Notice") of Purchaser's acceptance of such offer and intention to purchase Tract 28 on the terms and conditions set forth in the Offer Notice. If Tenant elects Additional Property Seller received the Acceptance Notice within the Acceptance Period, Additional Property Seller shall be obligated to accept such offer sell Tract 28 to Purchaser on the terms and conditions set forth in the Offer Notice, and Purchaser shall be obligated to purchase Tract 28 on the terms and conditions set forth in the Offer Notice, including but not limited to the Proposed Offer Price. Purchaser shall pay the Proposed Offer Price in cash at closing, and closing of Purchaser's acquisition of Tract 28 pursuant to the Offer Notice will occur within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after following Additional Property Seller's receipt of the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonablyAcceptance Notice. In the event Tenant If Purchaser fails to accept Xxxxxxxx’s offer deliver the Acceptance Notice within such twenty the Acceptance Period, Additional Property Seller may, for one (201) Business Day periodyear following the expiration of the Acceptance Period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property Tract 28 to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase party for a price paid for the Offered Property shall be equal to or greater than 97% ninety-five percent (95%) of the purchase price included in the Proposed Offer Notice; and (c) the other terms Price. Upon closing of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery such 1-year period, Purchaser's right of first offer as provided for in this subsection shall terminate. Failing such sale within such 1-year period, Purchaser's right of first offer as provided for in this subsection shall again be effective on the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien same terms and conditions as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainset forth herein.

Right of First Offer. So long as If MFI proposes to Transfer all or part of the Shares pursuant to Section 5.3(b) of this Agreement is still in full force Agreement, MFI shall deliver a written notice ("Transfer Notice") to HBI. HBI promptly shall provide a copy of such notice to any holder of at least ten percent (10)%) of the outstanding shares of HBI on a fully diluted basis ("Holder"). The Transfer Notice shall describe the number of Shares proposed to be transferred (the "Offered Shares") and effect and there then exists no Event of Default, if Landlord intends to solicit offersthe proposed price per share. HBI first, or if HBI fails to accept an unsolicited offerdo so the Holders, may elect to purchase its fee interest or leasehold interest in any Propertyall, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”)but not less than all, which Offer Notice shall also include the material terms on which Landlord is offering to sell of the Offered Property Shares at the price described in the Transfer Notice. If HBI elects to Tenant purchase all of the Offered Shares, HBI shall give MFI and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord Holders written notice of such election within twenty no later than twenty-one (2021) Business Days days after delivery of the Offer Transfer Notice. If HBI has not given such an election notice, any Holder may give MFI written notice of its election to do so no later than thirty-five (35) days after delivery of the Transfer Notice is to HBI. If more than one Holder has given such an election notice, the electing Holders' rights to purchase shall be proportionate with their respective ownership of HBI Common Shares on a fully diluted basis. If an election to purchase all of the Offered Shares has been made, the Offered Shares shall be transferred to HBI (or, if applicable, the Holder) at the price stated in the Transfer Notice no later than fourteen (14) days after notice of the election to purchase has been given. If Tenant elects neither HBI nor any Holder collectively has elected to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance all of the Offered Property shall take place within two hundred seventy (270) days of delivery of Shares, MFI may conclude a Transfer at the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included per share stated in the Offer Transfer Notice; and , or at a higher price per share, at any time within a one hundred twenty (c120) day period after expiration of such election periods provided that the other transferee has agreed in writing to be bound by the terms of such sale taken this Article 5 as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect if it was an original signatory to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainAgreement.

Right of First Offer. So Seller hereby covenants and agrees that for so long as this Agreement is still Seller or any entity affiliated with or under common control with Seller (together, the “Seller Parties”) owns the property known as 0000 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx, more specifically described in full force and effect and there then exists no Event Exhibit D (“7902 Property”), Purchaser shall have a “Right of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, First Offer” to purchase its fee interest or leasehold interest in any the 7902 Property. In this regard, Landlord first shall offer prior to sell the applicable transfer of the 7902 Property or its leasehold interest under a Ground Lease any portion thereof to any third party (or offering the “Offered Property”) 7902 Property or any portion thereof for sale or transfer to Tenant at a price to be identified by Landlord in such offer any third party), Seller shall first provide written notice (the “Offer Notice”), which Offer Notice ) to Purchaser that a Seller Party intends to offer the 7902 Property for transfer or sale. Purchaser shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice have fifteen (15) days from receipt of such election within twenty (20) Business Days after the Offer Notice is givento deliver a written offer (the “First Offer”) to Seller or the applicable Seller Party to purchase the 7902 Property, which First Offer shall include: (i) the price; (ii) other material economic terms and conditions; and (iii) a copy of the proposed purchase agreement, which shall be substantially in the form of this Agreement. Seller shall have fifteen (15) days from receipt of the First Offer to accept or reject the First Offer (or to cause the applicable Seller Party to do so). If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, Seller or the partiesapplicable Seller Party rejects the First Offer, having negotiated Seller may sell the Property to any third party; provided that the purchase price is not less than ninety percent (90%) of the price set forth in good faith, fail to execute and deliver the First Offer. If a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right Seller Party intends to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to which has a third party, provided, however, that: purchase price that is less than ninety percent (a90%) Landlord’s conveyance of the Offered First Offer (a “Third Party Offer”), Seller shall deliver notice of such Third Party Offer to Purchaser and Purchaser shall have ten (10) business days to provide Seller with notice that Purchaser will purchase the 7902 Property shall take place within two hundred seventy (270) days of delivery on the terms of the Offer Notice; (b) First Offer. If Purchaser does not wish to purchase the purchase price paid for 7902 Property pursuant to the Offered Property shall be equal to or greater than 97% terms of the purchase price included in the First Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domain.ten

Right of First Offer. So long as this Agreement is still in full force In the event Landlord shall decide to sell, transfer or convey the Premises, then Landlord shall first inform Tenant of Landlord’s intent and effect and there then exists no Event of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for have a period of thirty (30) calendar days after to negotiate a purchase price and an agreement satisfactory to Landlord and Tenant providing for the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating of the Premises. In connection therewith, Landlord shall provide Tenant with a written summary of the terms and conditions upon which Landlord desires to sell the Property (“Landlord’s Offer”), and Tenant shall have a right of first offer (the “Right of First Offer”) to purchase the Premises in accordance with Landlord’s Offer Notice and or on such other terms as are necessary for may be negotiated by Landlord and Tenant during the transaction and agreed by the parties, acting reasonablyaforementioned thirty (30) day period. In the event Landlord does not agree to sell the Premises to Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or at the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within end of such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to then, for a third party, provided, however, that: (a) Landlord’s conveyance period of the Offered Property shall take place within two hundred seventy (270) days thereafter, Landlord shall be free to sell the Premises to a third party for any amount in excess of delivery ninety-seven percent (97%) of the price set forth in Landlord’s Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) upon the other terms of such sale taken as a whole shall be substantially Landlord’s Offer, subject to the same or better for Landlord than Purchase Option, the proposed terms contained in Right of First Refusal, and the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property Right of First Offer; provided if Landlord shall desires to sell the Premises on different terms during such two hundred seventy (270) day period, Landlord must comply with the Right of First Refusal” paragraph below. If Landlord does not so convey title to sell the Offered Property to a third party Premises in accordance with the preceding sentence within the aforementioned two hundred seventy (270) days following delivery period, then Landlord must comply with the terms of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financingany other sale, (ii) a foreclosure sale transfer or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any conveyance of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainPremises.

Right of First Offer. So long as this Agreement If Landlord decides to sell its interest in the Building and the Land, Landlord shall notify Tenant in writing (the "Offer Notice") of the selling price that the Landlord is still willing to accept for its interest in full force the Building and effect and there then exists no Event Land. Within fifteen (15) business days of DefaultTenant's receipt of the Offer Notice, the Tenant, if Landlord intends to solicit offers, or to accept an unsolicited offer, it wishes to purchase its fee interest or leasehold the Landlord's interest in any Propertythe Building and Land for the amount specified in the Offer Notice, shall notify the Landlord first shall offer in writing of its election to sell purchase the applicable Property or its leasehold Landlord's interest under a Ground Lease in the Building and Land (the “Offered Property”"Election Notice") and to Tenant at enter into a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating satisfactory to and prepared by Landlord and substantially in the terms form attached hereto as Exhibit B with respect to Landlord's interest in the Building and conditions in Landlord’s the Land, which shall be furnished to Tenant at the same time as the Offer Notice and Notice. If, after the expiration of such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event fifteen (15) business day period Tenant fails to accept Xxxxxxxx’s offer within has not executed such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day periodagreement, then Landlord shall have the right to accept an offer and/or enter into an agreement be free to sell and/or to sell such Offered Property to its interest in the Building and the Land at a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase lowest price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained offered Tenant in the Offer Notice. If Landlord decides to sell its interest in the Building and the Land at a price lower than the lowest price offered in writing to Tenant’s rights shall be reinstituted with respect to such Offered Property , or if Landlord shall has not so convey title to entered into a letter of intent with a bona fide third party purchaser for the Offered Property to sale of Landlord's interest in the Building and Land with a third party within two hundred seventy six (2706) months and fifteen (15) business days following after delivery of the Offer NoticeNotice to Tenant which results in a sale of Landlord's interest in Building and Land to the signatory to the letter of intent (or to an assignee or designee permitted under the letter of intent) within twelve (12) months of the execution of the letter of intent, Landlord must again comply with requirements of this Section. Tenant’s rights under If, after both parties have executed the above described purchase and sale agreement, the sale is not consummated because Tenant exercises its right of termination or defaults, the terms of this paragraph Section 2.02 thereafter become null and void and of no further force and effect. In the event that the Landlord sells its interest in the Building and the Land to a party other than Tenant after having complied with the above provisions, the terms and conditions of the above provisions thereafter shall not apply to (i) the grant be null and void and of a mortgage lien as collateral in connection with a bona fide financingno further force and effect, (ii) a foreclosure sale or deed in lieu thereof with respect to bona fide third-party indebtedness (but not, for Tenant and any future purchaser of Landlord's interest in the avoidance of doubt, any subsequent transfers of such Offered Property by such foreclosing lender or its designee), (iii) a transfer to any entity that is a Controlled subsidiary or Controlling parent of, or an entity under common Control with, Landlord, (iv) a transfer to any entity whose business is managed by The RMR Group LLC, The RMR Group Inc., or any Controlled subsidiary or Controlling Entity of any of the foregoing, or (v) a sale or other transfer pursuant to or in lieu of taking by eminent domainBuilding and Land.