Res 2017-073/Berry Aviation lease

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EXHIBIT F RIGHT OF FIRST REFUSAL This Right of First Refusal is attached to and a part of that certain Commercial Aviation Ground Lease Agreement effective as of April 30, 2017 (the "Lease"), by and between the City of San Marcos, a municipal corporation of the State of Texas ("Lessor"), and Berry Aviation, Inc., a Texas corporation ("Lessee"), as follows: Lessor hereby grants Lessee a right of first refusal ("ROFR") to lease or otherwise use ("Lease") the unimproved property located adjacent to/near the Leased Premises in Caldwell County, Texas, as more particularly described in Schedule 1 attached hereto (the "Adjacent Property"). Prior to offering the Adjacent Property for lease to any third party (other than in connection with the development of Airport Facilities (as defined in the Lease)), Lessor shall first offer to lease the Adjacent Property to Lessee in "AS -IS" condition. Such offer shall be in writing and specify the material terms of lease of the Adjacent Property, including the ground rent, the date by which lease must occur and other operative terms of significance to Lessor (the "Offer Notice"). Lessee shall notify Lessor in writing whether Lessee elects to lease the Adjacent Property within thirty (30) days after Lessor delivers the Offer Notice to Lessee. If Lessee timely elects to lease the Adjacent Property, then Lessor and Lessee shall execute a mutually agreeable lease agreement, on the terms set forth in the Offer Notice and such other terms as Lessor and Lessee may agree in writing. If Lessee fails or is unable to timely exercise its ROFR hereunder, then such ROFR shall lapse, time being of the essence with respect to the exercise thereof, and Lessor may thereafter lease the Adjacent Property to third parties on such terms as Lessor may elect. Notwithstanding the preceding sentence, if Lessor fails to lease the Adjacent Property within one hundred eight (180) days following the date on which Lessee receives the Offer Notice, Lessee's rights under this Exhibit F shall be automatically reinstated.