Common use of First Offer Rent Clause in Contracts

First Offer Rent. The rent payable by Tenant for the Existing Building First Offer Space (the “First Offer Rent”) shall be equal to the rent (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants, as of the “First Offer Commencement Date,” as that term is defined in Section 1.4.5, below, are leasing non-sublease, non-encumbered, non-equity space comparable in size, location and quality to the Existing Building First Offer Space for a similar lease term, which comparable space is located in the Project, taking into consideration only the following concessions (collectively, the “RFO Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Existing Building First Offer Space, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office user. Notwithstanding anything to the contrary in the foregoing, in no event shall the base rent component of the First Offer Rent be less than the sum of (i) the Base Rent on an annual, per rentable square foot basis under this Lease for the Initial Premises as of the “First Offer Commencement Date,” as that term is defined in Section 1.4.4 below, including all applicable escalations to the Base Rent made or to be made during the Lease Term, and (ii) the amount of Tenant’s Share of Direct Expenses, as that term is defined in Section 4.2.2 below, payable by Tenant on an annual, per rentable square foot basis for the Premises immediately prior to such commencement date (collectively, the “Prior Base Rent”). In the event that the base rent component of the First Offer Rent is the Prior Base Rent, then (A) the new “Base Year,” as that term is defined in Section 4.2.1, below, with respect to the Existing Building First Offer Space only shall be the calendar year in which the First Offer Commencement Date occurs with respect to the Existing Building First Offer Space, and (B) the concessions granted to Tenant in connection with the Existing Building First Offer Space shall be equal to the RFO Concessions.

First Offer Rent. The rent payable by Tenant for the Existing ---------------- Building First Offer Space (the “"First Offer Rent”") shall be equal to the rent (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants, as of the “"First Offer Commencement Date,” " as that term is defined in Section 1.4.51.3.5, ------------- below, are leasing non-sublease, non-encumbered, non-equity space comparable in size, location and quality to the Existing Building First Offer Space for a similar lease term, which comparable space is located in the Project, taking into consideration only the following concessions (collectively, the “"RFO Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Existing Building First Offer Space, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office user. Notwithstanding anything to the contrary in the foregoing, in no event shall the base rent component of the First Offer Rent be less than the sum of (i) the Base Rent on an annual, per rentable square foot basis under this Lease for the Initial Premises as of the “"First Offer Commencement Date,” " as that term is defined in Section 1.4.4 1.3.4 below, including ------------- all applicable escalations to the Base Rent made or to be made during the Lease Term, and (ii) the amount of Tenant’s 's Share of Direct Expenses, as that term is defined in Section 4.2.2 below, payable by Tenant on an annual, per rentable ------------- square foot basis for the Premises immediately prior to such commencement date (collectively, the “"Prior Base Rent”"). In the event that the base rent component of the First Offer Rent is the Prior Base Rent, then (A) the new “"Base Year,” " as that term is defined in Section 4.2.1, below, with respect to the Existing ------------- Building First Offer Space only shall be the calendar year in which the First Offer Commencement Date occurs with respect to the Existing SUMMIT 85 ENTERPRISE [Xxx.xxx] Building First Offer Space, and (B) the concessions granted to Tenant in connection with the Existing Building First Offer Space shall be equal to the RFO Concessions.

First Offer Rent. The basic rent (“Basic Rent”) payable by Tenant Avalara for the Existing Building First Offer Space (the “First Offer Rent”) during the First Offer Term (as defined below) shall be equal to the Market Rate (as defined below) for the First Offer Space, valued as of the commencement of the First Offer Term, determined in the manner hereinafter provided. As used in this Agreement, the term “Market Rate” shall mean the annual amount of basic rent (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants, as of the “commencement of the First Offer Commencement Date,” as that term is defined in Section 1.4.5, belowTerm, are leasing non-sublease, non-encumbered, non-equity space under then-prevailing ordinary rental market practices (e.g., not pursuant to extraordinary rental, promotional deals or other concessions to tenants that deviate from what is the then-prevailing ordinary practice), at arm’s length, that is comparable in size, location and quality to the Existing Building First Offer Space for a similar lease termwithin the Building or in other, which comparable space is located first class office buildings in the ProjectSeattle, taking into consideration only the following concessions Washington central business district area (collectively“Comparison Buildings”), the “RFO Concessions”): (a) rental abatement concessions, if any, being granted such based upon binding lease transactions for tenants in connection with such comparable spacethe Comparison Buildings that, and where possible, commence or are to commence within six (b6) tenant improvements months prior to or allowances provided or to be provided for such comparable space, taking into account, and deducting within six (6) months after the value of, the existing improvements in the Existing Building First Offer Space, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office user. Notwithstanding anything to the contrary in the foregoing, in no event shall the base rent component commencement of the First Offer Rent Term (as used in this Agreement, the “Comparison Leases”). Rental rates payable under Comparison Leases shall be less than adjusted to account for variations between this Agreement and the sum of Comparison Leases with respect to: (ia) the Base Rent on an annuallength of the First Offer Term compared to the term of the Comparison Leases; (b) rental structure, including, rental rates per rentable square foot basis under this Lease for the Initial Premises as of the “First Offer Commencement Date,” as that term is defined in Section 1.4.4 below(including type, including all applicable escalations to the Base Rent made gross or to be made during the Lease Termnet, and if gross, adjusting for base year or expense stop), additional rental, annual rent adjustments, escalation provisions, all other payments and escalations; (iic) the amount of Tenant’s Share of Direct Expenses, as that term is defined in Section 4.2.2 below, payable by Tenant on an annual, per rentable square foot basis for the Premises immediately prior to such commencement date (collectively, the “Prior Base Rent”). In the event that the base rent component size of the First Offer Rent is Space compared to the Prior Base Rentsize of the premises of the Comparison Leases; (d) free rent, then moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (Ae) the new “Base Year,” as that term is defined in Section 4.2.1age and quality of construction of the buildings; and (f) leasehold improvements and/or allowances, below, with respect taking into account the value of existing leasehold improvements to the Existing Building First Offer Space only shall be the calendar year in which the First Offer Commencement Date occurs with respect to the Existing Building First Offer Space, and (B) the concessions granted to Tenant in connection with the Existing Building First Offer Space shall be equal to the RFO Concessionsexisting tenant.

First Offer Rent. The rent Basic Rent payable by Tenant for the Existing Building First Offer Space (the “First Offer Rent”) during the First Offer Term (as defined below) shall be equal to the rent Market Rate (including additional rent and considering any as defined below) for the First Offer Space, valued as of the commencement of the First Offer Term, determined in the manner hereinafter provided. As used in this Exhibit K, the term “base yearMarket Rate” or “expense stop” applicable thereto), including all escalations, shall mean the annual amount of Basic Rent at which tenants, as of the “commencement of the First Offer Commencement Date,” as that term is defined in Section 1.4.5, belowTerm, are leasing non-sublease, non-encumbered, non-equity space under then-prevailing ordinary rental market practices (e.g., not pursuant to extraordinary EXHIBIT K 1 Second & Spring Avalara, Inc. rental, promotional deals or other concessions to tenants that deviate from what is the then-prevailing ordinary practice), at arm’s length, that is comparable in size, location and quality to the Existing Building First Offer Space within the Building or in Comparison Buildings, based upon binding lease transactions for a similar lease term, which comparable space is located tenants in the ProjectComparison Buildings that, taking into consideration only where possible, commence or are to commence within six (6) months prior to or within six (6) months after the following concessions (collectively, the “RFO Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Existing Building First Offer Space, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office user. Notwithstanding anything to the contrary in the foregoing, in no event shall the base rent component commencement of the First Offer Rent Term (as used in this Exhibit K, the “Comparison Leases”). Rental rates payable under Comparison Leases shall be less than adjusted to account for variations between this Lease and the sum of Comparison Leases with respect to: (ia) the Base Rent on an annuallength of the First Offer Term compared to the renewal or extension term of the Comparison Leases; (b) rental structure, including, rental rates per rentable square foot basis under this Lease for the Initial Premises as of the “First Offer Commencement Date,” as that term is defined in Section 1.4.4 below(including type, including all applicable escalations to the Base Rent made gross or to be made during the Lease Termnet, and if gross, adjusting for base year or expense stop), additional rental, annual rent adjustments, escalation provisions, all other payments and escalations; (iic) the amount of Tenant’s Share of Direct Expenses, as that term is defined in Section 4.2.2 below, payable by Tenant on an annual, per rentable square foot basis for the Premises immediately prior to such commencement date (collectively, the “Prior Base Rent”). In the event that the base rent component size of the First Offer Rent is Space compared to the Prior Base Rentsize of the premises of the Comparison Leases; (d) free rent, then moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (Ae) the new “Base Year,” as that term is defined in Section 4.2.1age and quality of construction of the buildings; and (f) leasehold improvements and/or allowances, below, with respect taking into account the value of existing leasehold improvements to the Existing Building First Offer Space only shall be the calendar year in which the First Offer Commencement Date occurs with respect to the Existing Building First Offer Space, and (B) the concessions granted to Tenant in connection with the Existing Building First Offer Space shall be equal to the RFO Concessionsexisting tenant.