Common use of Exercise of First Offer Right Clause in Contracts

Exercise of First Offer Right. If Tenant desires to lease the First Offer Space, Tenant shall so notify Landlord in writing (“Tenant’s ROFO Notice”) within ten (10) business days after the date of Landlord’s ROFO Notice (the “Exercise Deadline”). If Tenant does not so notify Landlord prior to the Exercise Deadline, Landlord shall be free to lease any or all of the First Offer Space that is the subject of Landlord’s ROFO Notice to one or more parties on terms and conditions as Landlord shall determine in its sole and absolute discretion for a period of one hundred eighty (180) days following the delivery of Landlord’s ROFO Notice, provided that the economic terms of such third party lease are not materially more favorable to the third party tenant than those contained in Landlord’s ROFO Notice. For purposes of the preceding sentence, “materially more favorable” shall mean less than ninety percent (90%) of base rent and other economic terms (taken as a whole), including without limitation any tenant improvement allowance, contained in Landlord’s ROFO Notice. If Tenant shall have timely delivered Tenant’s ROFO Notice, then the First Offer Space shall be added to the Lease on the latter of (a) the availability date specified in Landlord’s ROFO Notice or (b) the date the First Offer Space is delivered to Tenant and on all of the terms and conditions set forth in the Lease as applicable to the balance of the Premises, except that (i) Tenant shall take the First Offer Space in its then “as is” state and condition, but vacant and broom clean, subject to any agreed upon tenant improvements specified in Landlord’s ROFO Notice, (ii) the Monthly Rent payable by Tenant for the First Offer Space shall be the rent stated in Landlord’s ROFO Notice, (iii) the Base Year and Base Tax Year for the First Offer Space shall be the calendar year in which the First Offer Space is added to the Lease, and (iv) and the term for the First Offer Space shall be the same term as stated in Landlord’s ROFO Notice. If Landlord fails to lease the First Offer Space within one hundred and eighty (180) days of Landlord’s ROFO Notice, then Tenant’s rights shall be reinstated hereunder. Ring Central, Inc. Lease 46

Exercise of First Offer Right. If Tenant desires Upon Subtenant's receipt of any such Sublandlord's Notice, Subtenant shall have a period of twenty-one (21) days following receipt of such Sublandlord's Notice (herein, "Subtenant's Election Period") to lease the exercise Subtenant's First Offer Space, Tenant shall so notify Landlord in writing (“Tenant’s ROFO Notice”) within ten (10) business days after the date of Landlord’s ROFO Notice (the “Exercise Deadline”)Right hereunder. If Tenant does not Subtenant so notify Landlord prior to exercises its First Offer Right, then Sublandlord's interest in the Exercise Deadline, Landlord Subleased Property shall be free sold to lease any or all of Subtenant upon the terms hereinafter set forth. In the event Subtenant fails to notify Sublandlord, in writing, within Subtenant's Election Period, that Subtenant has exercised its First Offer Space Right hereunder, then Subtenant's rights under this Article 31, shall terminate and be null and void, and Sublandlord shall have no further obligation under this Article 31; provided, however, that is in the subject event Sublandlord thereafter fails to close on any sale of Landlord’s ROFO Notice to one or more parties on terms and conditions as Landlord shall determine its interest in its sole and absolute discretion for the Subleased Property within a period of one hundred eighty (180) days following the delivery expiration of Landlord’s ROFO NoticeSubtenant's Election Period (as such period may be extended, provided that if Sublandlord is then under contract to sell its interest in the economic terms Subleased Property to a third party purchaser, which extension shall continue until the termination of such contract or the closing of the sale thereunder, whichever first occurs), then Subtenant shall thereafter again have a First Offer Right with respect to Sublandlord's interest in the Subleased Property as provided in this Article 31. Additionally, if the purchase price at which Sublandlord subsequently elects to sell the Subleased Property to a third party lease are not materially more favorable to the third party tenant than those contained in Landlord’s ROFO Notice. For purposes of the preceding sentence, “materially more favorable” shall mean is less than ninety percent (90%) of base rent and other economic terms (taken as a whole), including without limitation any tenant improvement allowance, contained the purchase price set forth in Landlord’s ROFO Notice. If Tenant shall have timely delivered Tenant’s ROFO Sublandlord's Notice, then the Subtenant's First Offer Space Right shall be added reinstated, and, prior to the Lease on the latter of (a) the availability date specified Sublandlord selling or entering into a binding agreement to sell, its interest in Landlord’s ROFO Notice or (b) the date the First Offer Space is delivered to Tenant and on all of the terms and conditions set forth in the Lease as applicable to the balance of the Premises, except that (i) Tenant shall take the First Offer Space in its then “as is” state and condition, but vacant and broom clean, subject to any agreed upon tenant improvements specified in Landlord’s ROFO Notice, (ii) the Monthly Rent payable by Tenant for the First Offer Space shall be the rent stated in Landlord’s ROFO Notice, (iii) the Base Year and Base Tax Year for the First Offer Space shall be the calendar year in which the First Offer Space is added to the Lease, and (iv) and the term for the First Offer Space shall be the same term as stated in Landlord’s ROFO Notice. If Landlord fails to lease the First Offer Space within one hundred and eighty (180) days of Landlord’s ROFO Notice, then Tenant’s rights shall be reinstated hereunder. Ring Central, Inc. Lease 46the

Exercise of First Offer Right. If Tenant receives a First Offer Notice for the First Offer Space and Tenant desires to lease the First Offer Space, Tenant shall so notify Landlord in writing (“Tenant’s ROFO Exercise Notice”) within ten seven (107) business days after the date of Landlord’s ROFO Notice (the “Exercise Deadline”). If Tenant does not so notify Landlord prior to the Exercise Deadline, Landlord shall be free to lease any or all delivery of the First Offer Space that is the subject of Landlord’s ROFO Notice to one or more parties on terms and conditions as Landlord shall determine in its sole and absolute discretion for a period of one hundred eighty (180) days following the delivery of Landlord’s ROFO NoticeTenant, provided that the economic terms of such third party lease are not materially more favorable to the third party tenant than those contained in Landlord’s ROFO Notice. For purposes of the preceding sentence, “materially more favorable” shall mean less than ninety percent (90%) of base rent and other economic terms (taken as a whole), including without limitation any tenant improvement allowance, contained in Landlord’s ROFO Notice. If Tenant shall have timely delivered which Tenant’s ROFO Notice, then the First Offer Space Exercise Notice shall be added to the Lease on the latter of (a) the availability date specified in Landlord’s ROFO Notice or (b) the date the First Offer Space is delivered to advise Landlord that Tenant and on all of the terms and conditions set forth in the Lease as applicable to the balance of the Premises, except that either (i) Tenant shall take the First Offer Space in its then “as is” state and condition, but vacant and broom clean, subject to any agreed upon tenant improvements specified in Landlord’s ROFO Notice, (ii) the Monthly Rent payable by Tenant for the First Offer Space shall be the rent stated in Landlord’s ROFO Notice, (iii) the Base Year and Base Tax Year for the First Offer Space shall be the calendar year in which the First Offer Space is added to the Lease, and (iv) and the term for the First Offer Space shall be the same term as stated in Landlord’s ROFO Notice. If Landlord fails elects to lease the First Offer Space within one hundred on the terms set forth in the First Offer Notice or (ii) elects to lease the First Offer Space, but desires to have the Prevailing Market rent and eighty leasing concessions (180if any) days of Landlordfor the First Offer Space determined by appraisal in accordance with the procedures set forth in attached Exhibit A. If Tenant’s ROFO NoticeExercise Notice does not specify whether Tenant has selected (i) or (ii) from the immediately preceding sentence, Tenant shall be deemed to have selected item (i). If Tenant’s Exercise Notice selected item (ii), then the parties shall comply with the appraisal procedures of Exhibit A to determine the Prevailing Market rent and the market leasing concessions (if any) for the First Offer Space (with the fifteen (15) day period referred to in the first sentence of Exhibit A being the fifteen (15) day period following the date of Tenant’s rights Exercise Notice) and the results of the appraisal procedure shall be reinstated hereunderbinding on the parties and Tenant may not revoke its exercise of the first offer right. Ring CentralTenant must lease the entire First Offer Space and may not lease only a portion thereof. If Tenant does not deliver a Tenant’s Exercise Notice within the required seven (7) business day period, Inc. Lease 46then Landlord shall have a period of six (6) months to lease the subject First Offer Space to a third party on any terms Landlord desires. If Landlord has not leased the subject First Offer Space to a third party within the aforementioned six (6) month period, then Landlord must again comply with the notice provisions of Paragraph 6.a. above prior to leasing the First Offer Space to a third party. If Tenant does not exercise its right of first offer and Landlord enters into a lease of the First Offer Space with a third party, Tenant’s right of first offer shall again apply to the subject First Offer Space if such space becomes “available for lease” at a later date while the First Offer Right is in effect.