the Tenant is not and has not been in default under the Lease;

Subject to the limitations described in Section 34.2(b) below, upon the expiration of the Fixed Term and during the continuation of the Extension Term, and so long as no Event of Default has occurred and is continuing, Lessee shall have a first refusal option to purchase the Leased Property as provided herein. In the event that Lessor or its Affiliate receives a bona fide written offer during the Extension Term from an unaffiliated third party in a letter of intent form (which offer the Lessor or its Affiliate intends to accept) to purchase all or any portion of the Leased Property (in each case, a “Third Party Offer”), then Lessor shall promptly (but in no event later than ten (10) Business Days following Lessor’s delivery to Lessee of an executed letter of intent) provide Lessee with a copy of such Third Party Offer (the “Third Party Offer Notice”) and Lessee shall have the Decision Period (as hereinafter defined) in which to confirm in writing its intention to purchase all or such portion of the Leased Property (as applicable) on the same terms and conditions contained in the Third Party Offer. If Lessee shall fail to provide a written response to Lessor within the Decision Period, then Lessee shall be deemed to have elected not to exercise its option and Lessor and the third party shall be entitled to proceed with the sale of the 4834-1440-2281v12

Right of First Refusal. Subject to all other terms and conditions of this Agreement (including, without limitation, Sections 3.2 and 3.3), Company hereby grants to Licensor an exclusive right of first refusal (a “Right of First Refusal”), to market, promote, sell, offer for sale and/or distribute any Product in the Field, anywhere in the world. Company shall provide Licensor with written notice (the “ROFR Notice”) of each bona fide Third Party offer to acquire the right (whether by license, acquisition or otherwise, but not including, for the avoidance, any transactions constituting a possible Change of Control) to commercialize one or more Products in the Field in a particular jurisdiction (each such offer, a “ROFR Offer”), and which notice shall describe the material commercial terms of such offer, on a no-names basis, in reasonable detail. Within thirty (30) calendar days of delivery of a ROFR Notice, Licensor shall advise Company in writing whether it desires to proceed with the ROFR Offer on substantially similar commercial terms. Licensor’s failure to deliver the foregoing written response in a timely manner, or Licensor’s delivery of a written response rejecting the ROFR Offer, shall be deemed a rejection of the ROFR Offer, and Company shall be entitled to negotiate and to enter into an agreement with the relevant Third Party with respect to such ROFR Offer (for clarity, with respect to the same Product(s) and jurisdiction(s) and on commercial terms no more favorable, taken as a whole, in any material respect, to such Third Party than those set forth in the relevant ROFR Offer), without any further obligations to Licensor. In the event that Licensor confirms, in a timely manner, that it desires to proceed with the ROFR Offer on substantially similar commercial terms, then the Parties shall enter into good faith negotiations to enter into a binding agreement (each such agreement, a “Definitive Agreement”) as promptly as reasonably possible. If the Parties have not entered into a Definitive Agreement with respect to a ROFR Offer within forty-five (45) calendar days of Licensor’s exercise of its rights hereunder, then Company shall be entitled to negotiate and to enter into an agreement with the relevant Third Party with respect to such ROFR Offer (for clarity, with respect to the same Product(s) and jurisdiction(s) and on commercial terms no more favorable to such Third Party, taken as a whole, in any material respect, than those set forth in the relevant ROFR Offer), without any further obligations to Licensor.

In the event # that Executive’s employment hereunder is terminated as a result of a Termination Without Cause and Executive has not yet reached the age of 65 as of such time, or # a Sitestar Change of Control occurs and Executive is employed hereunder as President of the Company as of such time, then Executive shall have a right of first refusal, exercisable by written notice to Sitestar from Executive only within thirty (30) days following the occurrence of the applicable event described in [clauses (i) or (ii) above], to purchase from Sitestar all of Sitestar’s membership interests in the Company for a purchase price, in cash, equal to the fair market value of the Company as of that time, as determined by a mutually agreeable independent valuation firm selected by Executive and Sitestar. The fees of such valuation firm shall be borne equally by Executive and Sitestar. The purchase would be subject to the parties’ negotiation, execution and delivery of a mutually acceptable definitive transaction agreement. Sitestar would sell the Company to the Executive on an “as is” basis without any representations or warranties regarding the Company.

A Member (the “Selling Member”) may offer all (but not less than all) of its Membership Interest to a third party purchaser (the “Third Party Purchaser”), other than a Member or the Company. If the Third Party Purchaser desires to purchase the Selling Member’s Membership Interest, the Selling Member shall then obtain from such Third Party Purchaser a bona fide written offer to purchase such interest, stating the price terms and conditions upon which the sale is to be made and the consideration offered therefor and certifying that such Third Party Purchaser has the financial capacity to make the purchase on such terms and conditions (the “Third Party Offer”). The Selling Member shall give written notification (a “Notice of Sale”) to the Company, by certified mail or personal delivery, of its intention to so sell such Membership Interest (the “Offered Interest”). The Notice of Sale shall be accompanied by a copy of the Third Party Offer. The Company shall have the option (a “Buy Option”) to purchase all, but not less than all, of the Offered Interest. The Buy Option may be exercised by the Company by giving written notification (a “Company Buy Notice”) to the Selling Member within sixty (60) days after receiving the Notice of Sale (the “Company Option Period”). If the Company does not elect to purchase all of the Offered Interest within the Company Option Period, the Company shall notify the other Member(s) and the other Member(s) shall have the option to purchase the portion of the Offered Interest not purchased by the Company for a period of thirty (30) days (the “Member Option Period”) on a basis pro rata to the Membership Interest of the other Members who desire to purchase. If the Company and the other Members do not elect to exercise the option with respect to all of the Offered Interest, the Buy Option shall terminate. At any time within ninety (90) days following the expiration of the Member Option Period, the Selling Member shall be entitled to consummate the sale of the Offered Interest with respect to that its Membership Interest to the Third Party Purchaser upon price, terms and conditions no more favorable to the Third Party Purchaser than those which are set forth in the Third Party Offer. However, if that sale is not made within ninety (90) days after Member Option Period has terminated, a new offer must be made and the provisions of this [Section 9.01(b)] will apply.

Right of First Refusal. Except as otherwise provided herein, no Recipient shall sell, assign, pledge, or in any manner transfer any of the shares of Common Stock acquired pursuant to any Award, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in Article 8. Notwithstanding the foregoing, if the by-laws, shareholders’ agreement or any other agreement that is applicable to shares of Common Stock acquired pursuant to any Award give the Company a right of first refusal, such other right of first refusal shall apply in lieu of this Article 8.

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal to lease space in the Project (the “Refusal Space”) under the terms and conditions as provided below:

In the event that [[Cellectis:Organization]] proposes to enter into any Third Party agreement related to the Development or Commercialization of any CAR Targeting a [[Cellectis:Organization]] Program Target (each a “[[Cellectis:Organization]] Target Product”) in the Field, [[Cellectis:Organization]] will first provide Allogene with written notice of such proposal, including all material terms and conditions thereof (each a “[[Cellectis:Organization]] Target Product Notice”). For ​ following receipt of the [[Cellectis:Organization]] Target Product Notice, Allogene will have the option to purchase or license from [[Cellectis:Organization]] the [[Cellectis:Organization]] Target Product upon the terms and conditions set forth in the [[Cellectis:Organization]] Target Product Notice. In the event Allogene elects to purchase or license the [[Cellectis:Organization]] Target Product from [[Cellectis:Organization]], Allogene will give written notice of its election to [[Cellectis:Organization]] within such ​ and the Parties will negotiate a mutually agreeable agreement for the purchase or license of the [[Cellectis:Organization]] Target Product within ​; provided that the timeline for completing the agreement is not delayed by the actions or inactions of [[Cellectis:Organization]]. If Allogene does not elect to purchase or license the [[Cellectis:Organization]] Target Product, [[Cellectis:Organization]] may, within ​ following the expiration of the option right granted to Allogene, transfer or license the [[Cellectis:Organization]] Target Product to the proposed transferee or any other transferee, provided that this transfer will not be on terms and conditions more favorable to the transferee than those contained in the [[Cellectis:Organization]] Target Product Notice. In the event that [[Cellectis:Organization]] does not enter into the Third Party agreement to which the [[Cellectis:Organization]] Target Product Notice relates, this [Section 3.6] will continue to apply with respect to the [[Cellectis:Organization]] Product Target. This [Section 3.6] will be applicable to any potential Third Party agreement that [[Cellectis:Organization]] proposes entering into during the Term related to the Development or Commercialization of any CAR Targeting a [[Cellectis:Organization]] Program Target in the Field.

Upon the receipt of Exercise Notice by the Transferring Parties, the Parties shall enter into an equity interest purchase agreement within one (1) month in all material respects on the terms and conditions provided in the Transfer Notice, which equity interest purchase agreement shall provide, among other things, that # the payment for the Transfer Shares to be purchased shall be made by wire transfer in immediately available funds of the appropriate currency, against delivery of such Transfer Shares to be purchased, at a place and time agreed by the Transferring Party and the Non-Transferring Parties that have elected to purchase a majority of the Transfer Shares to be purchased by the Non-Transferring Parties, and # the scheduled time for closing shall not be later than sixty (60) days following the expiration of Thirty Day Period or the last period during which any Non-Transferring Party may elect to purchase any Transfer Shares.

Each Holder hereby unconditionally and irrevocably grants to Parent a Right of First Refusal to purchase all or any portion of any Units that such Holder may propose to Transfer (“Transfer Units”), at the same price and on the same terms and conditions as those offered to the Prospective Transferee. Each Holder proposing to make a Proposed Transfer (each such Holder, a “Transferring Holder”) must deliver a Proposed Transfer Notice to Parent and each Rights Holder not later than forty-five (45) days prior to the consummation of such Proposed Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Transfer and the identity of the Prospective Transferee. To exercise its Right of First Refusal under this [Section 9.2(a)], Parent must deliver a Parent Notice to the Transferring Holder within fifteen (15) days after delivery of the Proposed Transfer Notice. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Transferring Holder with Parent that contains a preexisting right of first refusal, Parent and such Transferring Holder acknowledge and agree that the terms of this Agreement shall control and the preexisting right of first refusal shall be deemed satisfied by compliance with this [Section 9.2]. If Parent elects to exercise its Right of First Refusal with respect to part but not all of the Transfer Units subject to a Proposed Transfer by a Transferring Holder, Parent must deliver a Parent Secondary Notice to the Transferring Holder and to each other Rights Holder to that effect no later than fifteen (15) days after the Transferring Holder delivers the Proposed Transfer Notice to Parent. If Parent does not timely deliver a Parent Notice or a Parent Secondary Notice as set forth in this [Section 9.2(a)], then Parent shall be deemed to have waived its Right of First Refusal with respect to the Proposed Transfer.