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Farm Covenant. If the Project or Property is no longer operated as a micro-farm in accordance with the Micro-Farm Covenant, Grantee shall be in default under the Agreement and the Micro- Farm Covenant. 3.2. Right of First Offer: Before Grantee offers the Property for sale to any third party or on the open market,Grantee shall first offer the Property for sale back to Grantor in writing upon all terms and conditions which Grantee is willing to offer to any third person or on the open market ("Notice"). Grantor shall notify the Grantee of its acceptance of the offer to purchase set forth in the Notice, less a credit for the repayment of the Economic Development Subsidy ($178,000), within sixty (60) days after delivery of the Notice ("Deadline Date"). If Grantor fails to notify Grantee of its acceptance to re-purchase the Property by the Deadline Date, Grantor's right of first offer shall be deemed to have automatically and without further notice expired and Grantee shall thereafter have the right to offer the Property to any third person or on the open market on terms and conditions stated in the Notice(or on terms which are better,but not worse, for the Grantee). If Grantee does not consummate a sale of the Property on the terms and conditions set forth in the Offer (or on terms which are better, but not worse, for Grantee) within sixty(60)days of after the Deadline Date,this right of first offer shall revive. If,however,Grantee consummates the sale of the Property to a Third Party within said sixty(60)days after the Deadline Date, this right of first offer shall thereupon automatically without further notice terminate. 3.3. Economic Development Subsidy Lien: In the event Grantee consummates a sale of the Property to a party other than Grantor/City, in accordance with the Right of First Offer above, within thirty (30) years following the Close of Escrow (the "Subsidy Recapture Period"), Grantee shall be required to re-pay the Economic Development Subsidy ($178,000) to Grantor upon the completion of such sale.Upon expiration of the Subsidy Recapture Period,the Economic Development Subsidy shall be deemed fully vested and no repayment obligation shall apply to any sale of the Property to a party other than Grantor/City occurring thereafter. If Grantee fails to timely re-pay the Economic Development Subsidy upon sale of the Property during the Subsidy Recapture Period, Grantor shall have the right to record a lien against the Property in accordance with this Micro-Farm Covenant. 3.4. City Use Rights: Grantor shall have the right to use the Property once per quarter for City events, without any"use"fee or other similar charges, for a period of five(5) years after the date of recording of this Micro-Farm Covenant. Thereafter,Grantor can use the Property for City events under the terms of Grantee's Space Use Agreement, which includes a minimum fee. Grantor and Grantee will work cooperatively to plan City events,upon mutually agreed upon dates between the Parties. The City shall pay for all costs and expenses associated with City events, including clean-up and damages. Grantee may request that Grantor sign a license agreement,or other similar agreement, with reasonable terms,concerning City events. 3.5. Prohibition on Assignment or Transfer: Grantee shall not assign or transfer (including an assignment by operation of law or lease) Grantee's interest in the Property, or any portion thereof(hereinafter referred to collectively as "Transfer") without the written consent of Grantor, which consent will not be unreasonably withheld, conditioned,or delayed, for a period of thirty (30) years from the date of recording of this Micro-Farm Covenant. Grantee's failure to obtain Grantor's written consent to a Transfer shall render such Transfer void. Existing uses at the Micro-Farm are consented to and allowed to continue, including urban farming, cooperative businesses, café and craft artisanry, without further consent. Exhibit"C" 1032/028269-0007 15373821.8 a02/0926 -2-