Right of first offer clause samples

7.5.Termination of Right of First Offer. Tenant's rights under this Section 7 shall be personal to the Original Tenant and any Permitted Transfer Assignee and may only be exercised by the Original Tenant and any Permitted Transfer Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant's interest in the Lease) if the Original Tenant and any Permitted Transfer Assignee occupies not less than eighty percent (80%) of the Premises. The right of first offer granted herein shall terminate as to particular First Offer Space upon Tenant's failure to timely exercise its right of first offer with respect to such particular First Offer Space. Tenant shall not have the right to lease First Offer Space, as provided in this Section 7, if, as of the date of the attempted exercise of any right of first offer by Tenant, or, at Landlord's option, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default under the Lease (beyond the expiration of any applicable notice and cure period set forth in the Lease, as amended), as amended, or Tenant has previously been in default under the Lease (beyond the expiration of any applicable notice and cure period set forth in the Lease, as amended).

5.Right of First Offer.Landlord and Tenant hereby acknowledge and agree that the Second Amendment Expansion Premises is the same space described as the “Right of First Offer Space” in the Right of First Offer attached as Exhibit B of the First Amendment.Accordingly, such Right of First Offer shall have no further force or effect with respect to such the Right of First Offer Space described therein, but shall remain in full force and effect as to the Subordinate Right of First Offer Space and the Other Right of First Offer Space described therein.

9.Right of First Offer.Landlord hereby grants to the named Tenant in this Third Amendment (the "Original Tenant"), and any Permitted Transferee or Permitted Assignee, an ongoing right of first offer with respect to (i) that certain space on the second (2nd) floor of the Building containing 5,846 rentable square feet of space commonly known as Suite 202, and (ii) that certain space on the second (2nd) floor of the Building containing 5,858 rentable square feet of space commonly known as Suite 205 (collectively, the "First Offer Space").Notwithstanding the foregoing, such first offer right of Tenant shall be subordinate to the existing leases of the First Offer Space (including renewals of any such lease, irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease).Such right of first offer shall also be subordinate to all rights of other tenants of the Project, which rights relate to the First Offer Space and are, as of the date hereof, expressly set forth in existing leases of space in the Project, including, without limitation, any expansion, first offer, first refusal, first negotiation and other similar rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (the "Superior Rights").Notwithstanding any contrary provision in the lease of any Superior Right Holder, such existing rights of any Superior Right Holder shall continue to be Superior Rights in the event that such Superior Right Holder's lease is renewed or otherwise modified (and irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease).All such current tenants of the First Offer Space, all such third party tenants in the Project holding Superior Rights, and all tenants under "Intervening Leases," as that term is defined in Section 9.5, below, are collectively referred to as the "Superior Right Holders".Tenant's right of first offer shall be on the terms and conditions set forth in this Section 9.

5.5 TRIP’s Shareholders’ Right of First Offer. In the event that Neeleman intends to dispose of his Bound Common Shares in such manner that, after such disposal or transfer, the Common Shares held by Neeleman come to represent less than fifty percent (50%)plus one (1)Common Shares issued by Azul Holding, in each subsequent disposal or transfer of Common Shares (the “Neeleman’s Offered Shares”) Neeleman shall, primarily, before making any offer to any third party, inform and notify TRIP’s Shareholders in writing of such intention, specifying the terms and conditions under which he intends to transfer the Neeleman’s Offered Shares, including the number of the Neeleman’s Offered Shares, the respective price per share, the payment terms and other relevant conditions of the desired transfer (the “Neeleman’s Transfer Notice”).

6.Right of First Offer. Notwithstanding anything in the Lease to the contrary, the right of first offer with respect to the sixth (6th) floor of the Building set forth in Section 1.3 of the Office Lease is hereby deleted in its entirety and of no further force or effect. Instead, Landlord hereby grants to the Original Tenant and any Permitted Assignee an ongoing right of first offer with respect to any one (1) full floor of the Building (excluding the sixth (6) and seventh (7th) floors) (each such full floor, individually ‘‘First Offer Space’’ and collectively, the ‘‘First Offer Spaces’’). Notwithstanding any provision to the contrary contained in this Section 6, such first offer right of Tenant shall commence only following the expiration or earlier termination of the existing leases (including renewals (and irrespective of whether any such renewal is pursuant to an express written provision in such tenant's lease or whether such renewal is effectuated by a lease amendment or a new lease)) of the applicable First Offer Space, if any, and such right of first offer shall be subordinate to all rights with respect to such First Offer Space which are set forth in leases of space in the Building as of the date hereof, including any expansion rights (including, but not limited to, must-take, rights of first offer, rights of first negotiation, rights of first refusal, expansion options and other similar rights), regardless of whether such rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease (all such tenants under such leases are collectively referred to herein as the ‘‘Superior Right Holders’’). Tenant's right of first offer shall be on the terms and conditions set forth in this Section 6, and Tenant shall not have any right of first offer, right of first refusal, or other expansion rights, except as set forth in this Section 6.

3.2. Right of First Offer. If any Shareholder (“Offeror Shareholder”) intends to Transfer, in whole or part, directly or indirectly, their Attached Shares (“Offered Attached Shares”), the Offeror Shareholder shall, firstly and as a condition of the Transfer, submit to the other Shareholders (“Offeree Shareholders”), in accordance with Clause 4.4, their binding sale proposal (the “First Offer Notice”), specifying the total number and price of the Offered Attached Shares, including payment conditions (the “Proposed Transfer Amount”), through which the Offeror Shareholder irrevocably agrees to sell the Offered Attached Shares, if one or more Offeree Shareholders exercise the right to acquire the Offered Attached Shares, in accordance with the terms and conditions proposed, observing the procedure set forth below (“Right of First Offer”).

19.Right of First Offer. Section XXVII(A) of the Existing Lease is hereby modified by deleting “all adjacent space on any and all Tenant-occupied floors of’ appearing on lines 9 and 10 of the Existing Lease. For the sake of clarity, the modification made above is intended to result in the Tenant having a right of first offer on all space in the Building, subject to the terms of Section XXVII(A) of the Existing Lease (as modified herein). Such right shall remain subject and subordinate to existing tenant rights which Landlord warrants have not changed from Exhibit F of the Existing Lease. Tenant acknowledges that the approximately 1,100 rentable square foot space (the “Management Office”) shown on the plan attached hereto at Exhibit A as “Altid Management Office” is not currently leased to any tenant, but is not currently available for lease to Tenant. At such time as the current occupant of Management Office vacates the Management Office, such space will be subject to Tenant’s Right of First Offer. Landlord warrants that the rights described in Exhibit F to the Existing Lease has been waived and satisfied for purposes of this First Amendment, except as explicitly set forth in Section10 of this First Amendment.

18.Right of First Offer. Landlord warrants that the rights described in Exhibit F to the Existing Lease have been waived and satisfied for purposes of this Third Amendment.

2.3 Right of First Offer. Subject to the terms and conditions specified in this Section2.3, the Company hereby grants the participation rights set forth in this Section2.3 to (A)each Major Holder, (B)Cisco Systems so long as (i)Cisco continues to hold at least 180,729 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities and (ii)the Company has not delivered written notice to Cisco that the Board of Directors of the Company has made a Cisco Competitor Determination a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined), (C)each T. Rowe Price Investor and Fidelity Investor, so long as the T. Rowe Price Investors and Fidelity Investors, respectively, continue to hold in the aggregate at least 700,000 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities and (D)each Janus Capital Investor, so long as the Janus Capital Investors continue to hold in the aggregate at least 315,000 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities and (E)each Hillman Investor, so long as the Hillman Investors continue to hold in the aggregate at least 160,000 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities (each of the Investors described in (A), (B), (C), (D)or (E)above, a “Participation Rights Holder”). For purposes of this Section2.3, Participation Rights Holder includes any Affiliated Persons of a Participation Rights Holder and a Participation Rights Holder who chooses to exercise the right of first offer may designate as purchasers under such right itself or its Affiliated Persons, in such proportions as it deems appropriate.

1.2.1 Right of First Offer. Landlord hereby grants to Tenant named in this Lease (the “Original Tenant”) or an assignee allowed pursuant to the terms of Section14.8 of this Lease (a “Permitted Assignee”) an on-going right of first offer with respect to space coming available for lease to third parties on the third (3rd)and eighth (8th)floors of the Building (such space, the “First Offer Space”). Notwithstanding the foregoing, such first offer right of Tenant (the “Right of First Offer”) shall be subject and subordinate to (i)the expiration or earlier termination of the existing lease(s) for such First Offer Space (including any renewal, and regardless of whether such renewal is expressly set forth in such existing lease, or whether such renewal is effectuated by a lease amendment or a new lease), (ii)the expiration or earlier termination of any Intervening Leases (as defined below) (including any renewal, and regardless of whether such renewal is expressly set forth in such Intervening Lease, or whether such renewal is effectuated by a lease amendment or a new lease) and (iii)all rights of third-parties existing as of the date hereof relating to the First Offer Space, each including any renewal, extension, expansion, first offer, first negotiation and other similar rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to lease amendments or new leases (for purposes of this Section1.2, each, a “Superior Right Holder”). Tenant’s Right of First Offer shall be on the terms and conditions set forth in this Section 1.2.

1.2.7 Termination of Right of First Offer. The rights contained in this Section1.2 shall be personal to the Original Tenant or a Permitted Assignee, as the case may be, and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of Tenant’s interest in this Lease) if the Original Tenant or a Permitted Assignee, as the case may be, occupies at least two (2)full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2)years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section2.2 below. Tenant shall not have the right to lease First Offer Space, as provided in this Section1.2, if, as of the date of the attempted exercise of the Right of First Offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default (beyond any applicable notice and cure period) under this Lease or Tenant has previously been in default (beyond any applicable notice and cure period) under this Lease more than once in the immediately preceding twelve (12)month period.

9.1 Right of First Offer. The “One Year Period” as defined in Section1.2.3 of the Office Lease is hereby deemed to have expired, and, accordingly, the terms of Sections 1.2.4.1 and 1.2.5.1 shall be of no further force or effect. The terms of Section1.2.8 of the Lease (Increase in L-C Amount) are hereby deleted and shall be of no further force or effect. Notwithstanding the foregoing, the First Offer Rent shall include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations during with respect to any First Offer Space. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants).

10.Right of First Offer. Lessor hereby grants to the originally named Lessee herein (“Original Lessee”), and any Tenant Affiliate to which Original Tenant’s entire leasehold interest is hereafter assigned (a “Tenant Affiliate Assignee”), a one-time right of first offer with respect to the space in the Building located immediately adjacent to, and on the same floor as, the Premises from time to time (the “First Offer Space”). Notwithstanding the foregoing, such first offer right of Lessee shall commence only following the expiration or earlier termination of the existing leases (including renewals and extensions, whether pursuant to rights currently existing or hereafter granted) of the First Offer Space, and such right of first offer shall be subordinate to all rights of tenants of the Project, which rights relate to the First Offer Space and which rights are set forth in leases of space in the Project existing as of the date hereof, each including any renewal, extension, expansion, first offer, first negotiation and other similar rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to lease amendments or new leases (all such tenants under existing leases of the First Offer Space and other tenants of the Project, collectively, the “Superior Right Holders”). All Superior Right Holders (excluding the existing tenants of the First Offer Space as such tenants shall have the right to extend the terms of their leases whether pursuant to rights currently existing or hereafter granted) are set forth on Exhibit C, attached hereto. Lessee’s right of first offer shall be on the terms and conditions set forth in this Section10.

18.Right of First Offer.Landlord warrants that the rights described in Exhibit F to the Existing Lease have been waived and satisfied for purposes of this Fourth Amendment.

5.Right of First Offer. From and after the Effective Date, Tenant shall have the right to be offered the opportunity to lease additional space in the Building pursuant to the terms and conditions of the Right of First Offer attached hereto as Exhibit B.

8.1.Right of First Offer.During the period (the "First Offer Period") from and after the Effective Date continuing until the Revised Expiration Date (subject, however, to the limitations set forth in this Section8 below), Tenant shall have the right of first offer to lease that certain office space commonly known as Suite850, containing approximately 2,899rentable square feet, located adjacent to the Expansion Space on the eighth(8th) floor of the Building (the "First Offer Space"), when such First Offer Space will or has become available for lease as determined by Landlord.Notwithstanding anything herein to the contrary:(i)Tenant's right of first offer set forth herein shall be subject and subordinate to all rights of expansion, renewal, extension, first refusal, first offer or similar rights for all or any portion of the First Offer Space granted to any tenants of the Project pursuant to leases which have been executed as of the Effective Date (collectively, the "Superior Rights"); and (ii)Tenant shall have no such right of first offer during the last twelve(12) months of the Second Extended Term and Expansion Space Term (and the First Offer Period shall be shortened to be the day immediately preceding such 12-month period) unless either (A)as of the date Landlord delivers to Tenant the applicable First Offer Notice (as defined below), Tenant has previously properly exercised its Extension Option to extend the Second Extended Term and Expansion Space Term for the entire Premises then leased by Tenant for the Option Term as defined in and pursuant to the Extension Option Rider attached as RiderNo.1 to the Original Lease, as amended by Section11 below, or (B)if the applicable First Offer Notice is delivered to Tenant on or before the date that is nine(9) months prior to the expiration of the Second Extended Term and Expansion Space Term, then concurrently with Tenant's delivery of the ROFO Election Notice (as defined below) exercising such right of first offer, Tenant delivers to Landlord the Extension Notice (as defined in the Extension Option Rider attached as RiderNo.1 to the Original Lease) properly exercising its Extension Option to extend the Second Extended Term and the Expansion Space Term for the Option Term pursuant to the Extension Option Rider (which Tenant shall have right to do notwithstanding the time frames for delivery of Tenant's Extension Notice set forth in the Extension Option Rider).

(i) Sixth Amendment to Lease - Section 8 - Contingent Space. This section is deleted in its entirety. (ii) Eighth Amendment to Lease - Section 11 - Right of First Offer. This section is deleted in its entirety. (iii) Eight Amendment to Lease - Section 12 - Right of First Refusal. This section is deleted in its entirety. (iv) Ninth Amendment to Lease - Section 2. This section is deleted in its entirety.

(f)Termination of Right of First Offer. The right of first offer contained in this Paragraph 11 shall automatically terminate and be of no further force or effect in the event that, at any time during the term of this Lease, Lessee occupies less than three hundred fifty thousand (350,000) rentable square feet within Levi’s Plaza. For purposes hereof, space shall be deemed “occupied” by Lessee if, and only if, (i)such space is leased to Lessee (and, except as permitted in the following clause (ii), such space is not subject to a sublease or assignment by Lessee or any other form of occupancy agreement between Lessee and any third party), or (ii)such space is subleased or assigned by Lessee to a Permitted Assignee, an Affiliate or a Lessee Contractor.

(g)Revival. Lessee’s right of first offer for the First Offer Space is a continuing right of first offer. In the event that Lessee does not exercise its right of offer with respect to any space offered by Lessor in a First Offer Notice as described in subparagraph (b)above or Lessor and Lessee cannot in good faith agree upon the First Offer Rent and other material economic terms and other lease terms for the space described in the First Offer Notice as provided in subparagraph (b)above, Lessor shall be free to lease the space described in the subject First Offer Notice to any third party (a “Third Party Lease”), and Lessor may grant to the tenant under any such Third Party Lease extension rights and expansion rights, provided that any expansion rights shall be limited to an expansion of no more than fifteen percent (15%) of the premises originally leased under such Third Party Lease (for example, if the Third Party Lease originally is for 50,000 rentable square feet, then Lessor may grant the tenant an expansion right for not more than an additional 7,500 rentable square feet). Notwithstanding anything to the contrary herein, Lessee’s right of first offer for the First Offer Space shall revive upon the expiration or earlier termination of any Third Party Lease, and Lessor thereupon shall be required to offer such space to Lessee pursuant to the terms and conditions of this Paragraph11.

(f) Suspension of Right of First Offer. The right of first offer contained in this Paragraph 7 shall be suspended and not available to Lessee at any time during the term of the Lease, that either (i)the Square Footage Threshold has been exceeded, or (ii)Lessee has assigned the Lease to a party that is not an Affiliate of Lessee, or (iii)the Premises constitute less than two hundred ninety thousand (290,000) rentable square feet within the Building. The Right of First Offer shall not be contingent on Lessee leasing space in either the Haas Building or the Stern Building as of the date of this Second Amendment or as of the date First Offer Space has Become Available in such buildings.

6.Right of First Offer. During the period (the “First Offer Period”)from and after the Revised Commencement Date until the last day of the month which is twenty-four (24) months after the Revised Commencement Date (subject, however, to the limitations set forth below in this Section6), Tenant shall have a one-time right of first offer to lease approximately 4,455 rentable square feet of space, commonly known as Suite650, located on the sixth (6th) floor of the Building, as depicted on ExhibitA-1 attached hereto (the “First Offer Space”), when theFirst Offer Space becomes Available for Lease (as defined and provided hereinbelow) as determined by Landlord. For purposes hereof, the First Offer Space shall become “Available for Lease”when (i)Landlord is willing to give to, or accept from, any third party (excluding existing tenants of the FirstOffer Space, holders of Superior Rights [as hereinafter defined], affiliates of any such existing tenants of theFirst Offer Space, or affiliates of holders of such Superior Rights), a bona fide proposal to lease all or any portion of the First Offer Space, and (ii)any lease pertaining to the First Offer Space as of the Revised Commencement Date has expired or otherwise terminated (the “Initial Third Party Lease”) (for purposes of clarification, Landlord shall have the right, without offering the First Offer Space to Tenant pursuant to the provisions of this Section6, to renew or extend the Initial Third Party Lease, whether or not such renewal or extension is pursuant to an express written provision in such Initial Third Party Lease, and regardless of whether such renewal or extension is consummated pursuant to a lease amendment or a new lease). Notwithstanding anything in this Section6 to the contrary, Tenant’s right of first offer set forth herein shall he subject and subordinate to all rights of expansion, renewal, extension, first refusal, first offer or similar rights for all or any portion of the First Offer Space granted to any tenants of the Building pursuant to leases which have been executed as of the Revised Commencement Date and any Initial Third Party Lease (collectively, the “Superior Rights”).

13.Tenant’s Extension Option and Right of First Offer.For purposes of confirmation herein, Tenant’s Extension Option under Section 30.16 (Tenant’s Option to Extend the Term of the Lease) shall be applicable to Premises C and Premises D.Reference is hereby made to Tenant’s Extension Option in Section 30.16 and Tenant’s Right of First Offer in Section 30.17 (Tenant’s Right of First Offer) and Landlord and Tenant agree that, notwithstanding the terms and conditions of the Extension Option or the Right of First Offer, Tenant shall be permitted to sublease all or any portion of Premises without being subject to the 25% cap on subletting in Section 30.16 and Section 30.17 and without forfeiting its rights under the Extension Option or the Right of First Offer so long as such subleases are entered into prior to December 31, 2020 and the terms of the subleases do not extend beyond January 31, 2023 (the foregoing, an “Exempt Sublease”). In addition, clause (iv) set forth in the first paragraph of Section 17 (e.g. RFO Premises must be for the exclusive use of Tenant) shall not apply prior to December 31, 2020.

10.Right of First Offer. Landlord hereby grants to the Tenant named in this Third Amendment (the "Original Tenant") a right of first offer with respect to any space located on the eighth (8th) and ninth (9th) floors of the building located at 1825 South Grant Street (the "First Offer Space"), but only so long as such building is owned by the same entity as the Landlord under the Lease, or an affiliate of Landlord.Notwithstanding the foregoing, such first offer right of Tenant shall be subordinate to all rights of which are set forth in leases of space in such building or any other building in the project as of the date hereof, including any renewal, extension or expansion rights set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease (collectively, the "Superior Right Holders") with respect to such First Offer Space.Tenant's right of first offer shall be on the terms and conditions set forth in this Section 10.

10.5Termination of Right of First Offer.The rights contained in this Section10 shall be personal to the Original Tenant and a Permitted Assignee (defined below), and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be, (and not any other assignee, sublessee or other transferee of the Original Tenant's interest in the Lease) if the Original Tenant or a Permitted Assignee, as the case may be, occupies the entire Premises, and not less than two (2) years remain in the Term.The right of first offer granted herein shall terminate upon the failure by Tenant to exercise its right of first offer with respect to First Offer Space as offered by Landlord.Tenant shall not have the right to lease First Offer Space, as provided in this Section 10, if, as of the date of the attempted exercise of any right of first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default under the Lease, as amended, or Tenant has previously been in monetary or material non-monetary default under the Lease more than once. Tenant acknowledges that the terms of Section 2D of the Lease Agreement are terminated and of no further force or effect.For the purposes of this Third Amendment, a "Permitted Assignee" shall mean any person or entity to whom the Lease is assigned pursuant to the terms of the Lease, as amended.

2. We note your disclosure on page 14 that you have obtained waivers from all major shareholders regarding their right of first offer. Please file these waivers as exhibits or tell us why you are not required to do so. See Item 17(6)(b)(i) of Form 1-A.

Under Item 17(6)(b)(i) of Form 1-A, any contract to which directors, officers, promoters, voting trustees, securityholders named in the offering statement, or underwriters are parties must be filed, even if such contract is made in the ordinary course of business. In the course of receiving stockholder approval of amending the certificate of incorporation and approving the offering under Tier 2 of Regulation A, all Major Investors provided consent to waive their contractual Right of First Offer. Major Investors include all stockholders that hold 735,000 shares of stock or greater. Of those Major Investors, only Corey Epstein and Mark Lynn meet the standard under Item 17(6)(b)(i) of director, officer, promoter, voting trustee, securityholder named in the offering statement, or underwriter.

(c) Assignment of Right of First Offer. The Right of First Offer may be assigned in whole or in part by the Sponsor to any of its members without the consent of the Company. Following any such assignment, the Company and any such assignee shall comply with the provisions set forth in this paragraph 12 with respect to the Right of First Offer as if such assignee were a party hereto.

8. Right of First Offer. Tenant shall have a one-time Right of First Offer on space contiguous to the New Space, subject to and in accordance with Exhibit D attached hereto.

A. Amendment and Restatement of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by (i)the Company, (ii)the holders of at least a majority of the voting power of the outstanding shares of the Company’s Preferred Stock (as defined in the Prior Rights Agreement), and (iii)the holders of at least a majority of the voting power of the outstanding Founders’ Shares (as defined in the Prior Rights Agreement), the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the Investors and the Founders hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Investors and the Founders with respect to the rights set forth herein. The undersigned Investors hereby waive, on behalf of themselves and all other Investors that are parties to the Prior Rights Agreement, the right of first offer, including any notice requirements, set forth in Section2.3 of the Prior Rights Agreement, with respect to the sale and issuance of the SeriesE Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time, and the shares of Common Stock issuable upon conversion thereof. The undersigned Investors additionally hereby waive, on behalf of themselves and all other Investors that are parties to the Prior Rights Agreement, the covenants set forth in Section2.6 of the Prior Rights Agreement with respect to the SeriesE Preferred Stock.

5. Right of First Offer. Landlord and Tenant have no rights or obligations under Section5(b) of the First Amendment to Lease. Section5(b) of the First Amendment to Lease is hereby deleted.

7. Right of First Offer. As soon as practicable after the Effective Date, but in no event later than five (5) business days following the Effective Date, Seller shall deliver to the MUX Parties a notice of intent to sell Seller’s interest in the Elder Creek Joint Venture and the Elder Creek JV Agreement in accordance with Section 7.2 of the Elder Creek JV Agreement, noting the terms on which Seller intends to sell its interest.

(a) Right of First Offer. Subject to the terms and conditions contained in this Section5, each Rights Holder hereby grants to all other Rights Holders a right of first offer to purchase a Pro Rata Share of any Securities, provided, however, that any sale or proposed sale of Securities of a Selling Stockholder may be freely sold to any Affiliate of such Selling Stockholder and shall not be subject to this Right of First Offer. Any portion of the Securities proposed to be sold and not purchased pursuant to the Right of First Offer may be sold to any third party.

33. RIGHT OF FIRST OFFER. Subject to the terms and provisions of this Section33, and subject and secondary to the rights of existing tenants of the Project in effect as of the date of this Lease (as well as the right of Landlord to: (i)renew the lease of any existing tenant or occupant of the ROFO Space, or any portion thereof, or (ii)renew the lease of any future tenant or occupant of the ROFO Space, or any portion thereof, for which Tenant has failed to exercise its Right of First Offer hereunder), in the event that any rentable space located on the thirty-third (33rd) floor of the Building (such space being referred to herein as the “ROFO Space”) becomes available for leasing by third parties, Tenant shall have and is hereby granted the right (the “Right of First Offer”) to add such ROFO Space to the Premises demised hereunder in accordance with the terms and provisions of this Section33.