Common use of Limitations on, and Conditions to, First Offer Right Clause in Contracts

Limitations on, and Conditions to, First Offer Right. Notwithstanding anything in the foregoing to the contrary, at Landlord’s option, and in addition to all of Landlord’s remedies under the Lease, at law or in equity, the First Offer Right hereinabove granted to Tenant shall not be deemed to be properly exercised if any of the following events occur or any combination thereof occur: (i) at the time of Tenant Election Notice, Tenant is in default of the Lease; and/or (ii) Tenant has assigned its rights and obligations under all or part of the Lease or Tenant has subleased all or part of the Leased Premises, except to a Permitted Assignee pursuant to Paragraph 19 of the Lease; and/or (iii) Tenant’s financial condition is unacceptable to Landlord at the time Tenant’s Election Notice is delivered to Landlord; and/or (iv) Tenant has failed to exercise properly this First Offer Right in a timely manner in strict accordance with the provisions of this Addendum; and/or (v) the Lease has been terminated earlier, pursuant to the terms and provisions of the Lease; and/or (vi) Tenant has previously elected not to lease all or any portion of the First Offer Space following notice from Landlord as set forth above. In addition, Tenant’s First Offer Right to lease the First Offer Space is personal to the original Tenant executing the Lease, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than the original Tenant, except to a Permitted Assignee pursuant to Paragraph 19 of the Lease.

Limitations on, and Conditions to, First Offer Right. Notwithstanding anything in the foregoing to the contrary, at Landlord’s 's option, and in addition to all of Landlord’s 's remedies under the this Lease, at law or in equity, the First Offer Right hereinabove granted to Tenant shall not be deemed to be properly exercised if any of the following individual events occur or any combination thereof occur: (i) at any time Tenant has been in monetary default of the time performance of Tenant Election Noticeany of the covenants, conditions or agreements to be performed under this Lease (beyond the expiration of all applicable notice and cure periods); and/or (ii) on the scheduled commencement date for Tenant's lease of the First Offer Space, Tenant is in default under this Lease (beyond the expiration of the Leaseall applicable notice and cure periods); and/or (iiiii) Tenant has assigned its rights and obligations under all or part of the Lease or Tenant has subleased all or part of the Leased Premises, except other than to a Permitted Assignee pursuant to Paragraph 19 Transferee or Tenant is then subleasing more than thirty-three percent 33% of the LeasePremises other than to a Permitted Transferee; and/or (iiiiv) Tenant’s 's financial condition is unacceptable to Landlord at the time Tenant’s 's Election Notice is delivered to LandlordLandlord (and if Tenant's financial condition is sufficient at the time of delivery of Tenant's Election Notice to satisfy the requirements necessary to burn down the Letter of Credit Amount as provided in the Letter of Credit Rider, then Tenant's financial condition shall be deemed acceptable to Landlord pursuant to this clause); and/or (ivv) Tenant has failed to exercise properly this First Offer Right in a timely manner in strict accordance with the provisions of this AddendumROFO Rider; and/or (vvi) Tenant's right to possession of all or any part of the Premises under the Lease has been terminated, or if the Lease has been terminated earlier, pursuant to the terms and provisions of the Lease; and/or (vi) Tenant has previously elected not to lease all or any portion of the First Offer Space following notice from Landlord as set forth above. In addition, Tenant’s 's First Offer Right to lease the First Offer Space is personal to the original Tenant executing the this Lease, and may not be assigned or exercisedassigned, voluntarily or involuntarily, by separate from or to, any person or entity as part of the Lease other than the original Tenant, except to a Permitted Assignee pursuant to Paragraph 19 of the LeaseTransferee.

Limitations on, and Conditions to, First Offer Right. Notwithstanding anything in the foregoing to the contrary, at Landlord’s option, and in addition to all of Landlord’s remedies under the this Lease, at law or in equity, the First Offer Right hereinabove granted to Tenant shall not be deemed to be properly exercised if any of the following individual events occur or any combination thereof occur: (i) at any time Tenant is, or has been, in default of the time performance of Tenant Election Noticeany of the covenants, conditions or agreements to be performed under this Lease beyond any applicable cure period; and/or (ii) on the scheduled commencement date for Tenant’s lease of the First Offer Space, Tenant is in default of the under this Lease; and/or (iiiii) Tenant has assigned its rights and obligations under all or part of the Lease or Tenant has subleased all or part of the Leased Premises, except Premises other than in connection with a Transfer to a Permitted Assignee pursuant to Paragraph 19 of the Leasean Affiliate; and/or (iiiiv) Landlord’s lender disapproves of the economic terms of the First Offer Right or Tenant’s financial condition is unacceptable to Landlord at the time Tenant’s Election Notice is delivered to Landlord; and/or (ivv) Tenant has failed to exercise properly this First Offer Right in a timely manner in strict accordance with the provisions of this Addendum; and/or (vvi) Tenant or an Affiliate of Tenant no longer has possession of all or any part of the Premises under the Lease, or if the Lease has been terminated earlier, pursuant to the terms and provisions of the Lease; and/or (vi) Tenant has previously elected not to lease all or any portion of the First Offer Space following notice from Landlord as set forth above. In addition, Tenant’s First Offer Right to lease the First Offer Space is personal to the original Tenant executing the this Lease, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than the original TenantTenant (other than in connection with a Transfer to an Affiliate), except and shall only be available to a Permitted Assignee pursuant to Paragraph 19 and exercisable by the Tenant when the original Tenant is in actual and physical possession of the Leaseentire Premises (other than in connection with a Transfer to an Affiliate).

Limitations on, and Conditions to, First Offer Right. Notwithstanding anything in the foregoing to the contrary, at Landlord’s option, and in addition to all of Landlord’s remedies under the LeaseSublease, at law or in equity, the First Offer Right hereinabove granted to Tenant shall not be deemed to be properly exercised if any of the following events occur or any combination thereof occur: (i) at Tenant is then in default of the time performance of any of the covenants, conditions or agreements to be performed under the Sublease, or Tenant Election Noticehas been in default of the performance of any particular covenant, condition or agreement to be performed under the Sublease on more than three (3) separate occasions; and/or (ii) on the scheduled commencement date for Tenant’s sublease of the First Offer Space, Tenant is in default of under the LeaseSublease; and/or (iiiii) Tenant has assigned its rights and obligations under all or part of the Lease Sublease or Tenant has subleased all or part of the Leased Subleased Premises, except to a Permitted Assignee pursuant to Paragraph 19 of the Lease; and/or (iii) Tenant’s financial condition is unacceptable to Landlord at the time Tenant’s Election Notice is delivered to Landlord; and/or (iv) Tenant has failed to exercise properly this First Offer Right in a timely manner in strict accordance with the provisions of this Addendum; and/or (v) if the Lease Sublease has been terminated earlier, pursuant to the terms and provisions of the LeaseSublease; and/or (vi) Tenant has previously elected not exercised the right to lease all or any portion of the First Offer Space following notice from Landlord terminate this Sublease early as set forth described in Section II.D above). In addition, Tenant’s First Offer Right to lease sublease the First Offer Space is personal to the original Tenant executing the LeaseSublease, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than the original Tenant, except and shall only be available to a Permitted Assignee pursuant to Paragraph 19 and exercisable by Tenant when the original Tenant is in actual and physical possession of the Lease.entire Premises. EXHIBIT F TENANT IMPROVEMENT PLANS [Attached] - 43 - - 44 - - 45 - - 48 - - 49 - - 50 - EXHIBIT G LANDLORD WORK

Limitations on, and Conditions to, First Offer Right. Notwithstanding anything in the foregoing to the contrary, at Landlord’s option, and in addition to all of Landlord’s remedies under the Lease, at law or in equity, the First Offer Right hereinabove granted to Tenant shall not be deemed to be properly exercised if any of the following events occur or any combination thereof occur: (i) at Tenant is then in default of the time performance of any of the covenants, conditions or agreements to be performed under the Lease, or Tenant Election Noticehas been in default of the performance of any particular covenant, condition or agreement to be performed under the Lease on more than three (3) separate occasions; and/or (ii) on the scheduled commencement date for Tenant’s lease of the First Offer Space, Tenant is in default of under the Lease; and/or (iiiii) Tenant has assigned its rights and obligations under all or part of the Lease or Tenant has subleased all or part of the Leased Premises, except to a Permitted Assignee pursuant to Paragraph 19 of the Lease; and/or (iii) Tenant’s financial condition is unacceptable to Landlord at the time Tenant’s Election Notice is delivered to Landlord; and/or (iv) Tenant has failed to exercise properly this First Offer Right in a timely manner in strict accordance with the provisions of this Addendum; and/or (v) if the Lease has been terminated earlier, pursuant to the terms and provisions of the Lease; and/or (vivii) Tenant has previously elected not to lease all or any portion of the First Offer Space following notice from Landlord as set forth above. In addition, Tenant’s First Offer Right to lease the First Offer Space is personal to the original Tenant executing the Lease, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than the original Tenant, except and shall only be available to a Permitted Assignee pursuant to Paragraph 19 and exercisable by the Tenant when the original Tenant is in actual and physical possession of the Leaseentire Premises.

Limitations on, and Conditions to, First Offer Right. Notwithstanding anything in the foregoing to the contrary, at Landlord’s option, and in addition to all of Landlord’s remedies under the this Lease, at law or in equity, the First Offer Right hereinabove granted to Tenant shall not be deemed to be properly exercised if any of the following individual events occur or any combination thereof occur: (ioccur:(i) at any time Tenant has been in default of the time performance of Tenant Election Noticeany of the covenants, conditions or agreements to be performed under the Lease or the Amendment beyond all applicable notice and cure periods; and/or (ii) on the scheduled commencement date for Tenant’s lease of the First Offer Space, Tenant is in default of under the LeaseLease or the Amendment; and/or (iiiii) Tenant has assigned its rights and obligations under all or part of the Lease or Tenant has subleased all or part of the Leased Premises, except to a Permitted Assignee pursuant to Paragraph 19 of the Lease; and/or (iiiiv) Tenant’s financial condition is unacceptable to Landlord at the time Tenant’s Election Notice is delivered to Landlord; and/or (ivv) Tenant has failed to exercise properly this First Offer Right in a timely manner in strict accordance with the provisions of this ROFO Addendum; and/or (vvi) Tenant no longer has possession of all or any part of the Premises under the Lease, or if the Lease has been terminated earlier, pursuant to the terms and provisions of the Lease; and/or (vi) Tenant has previously elected not to lease all or any portion of the First Offer Space following notice from Landlord as set forth above. In addition, Tenant’s First Offer Right to lease the First Offer Space is personal to the original Tenant executing the Leasethis Amendment, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than the original Tenant, except and shall only be available to a Permitted Assignee pursuant to Paragraph 19 and exercisable by the Tenant when the original Tenant is in actual and physical possession of the Leaseentire Premises.