Common use of Offer Space Clause in Contracts

Offer Space. If the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons, provided they have had no dealings with Landlord or Tenant within the immediately preceding 12 month period, to provide such expert advice. The parties shall share equally in the costs of the arbitrator and of any experts reasonably retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. In the event that the Prevailing Market for First Offer Space has not been determined by the commencement date of Tenant's lease of the applicable First Offer Space, Tenant shall pay Rent upon the terms and conditions in effect for the initial Premises until such time as the Prevailing Market for First Offer Space has been determined. Upon such determination, the Base Rent for the First Offer Space shall be retroactively adjusted, if necessary, to the commencement of EXHIBIT E -9- Tenant's lease of the applicable First Offer Space, using the formula set forth in the first sentence of Section II.D above. If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within 30 days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, to the extent necessary, any subsequent installments until the entire amount of such overpayment has been credited against Base Rent, or at Tenant's election, reimburse Tenant within 30 days. EXHIBIT E -10- EXHIBIT F PARKING AGREEMENT This Exhibit (the "Parking Agreement") is attached to and made a part of the Lease by and between [[LANDLORD'S NAME AND ENTITY TYPE TO BE PROVIDED]] ("Landlord") and INKTOMI CORPORATION, A DELAWARE CORPORATION ("Tenant") for space in the Building located at Bayside Towers.

Offer Space. If Tenant desires to discuss expanding the arbitrator believes then-existing Premises by taking additional space on or between the third (3rd) and sixteenth (16th) floors of the Building (for such purposes, an “Offer Space”), then Tenant may notify Landlord in writing of such desire (an “Expansion Notice”), including Tenant’s estimate of how much Rentable Square Footage it desires to potentially lease (the “Offer Space Size Estimate”), and, in such event, Landlord and Tenant shall meet in good faith as soon as reasonably possible to discuss such desire of Tenant (an “Expansion Meeting”); provided, that, notwithstanding anything to the contrary contained herein, no more than one (1) Expansion Notice shall be delivered by Tenant in any calendar year and no more than one (1) Expansion Meeting shall take place in any calendar year. At the Expansion Meeting, Landlord shall notify Tenant of any Offer Space falling in the approximate range of the Offer Space Size Estimate that expert advice would materially assist himLandlord in good faith expects to become available to lease during the next twelve (12) months (without limiting the generality of the foregoing, he the parties specifically acknowledge and agree that any Offer Space that is then the subject of bona-fide, ongoing negotiations between Landlord and any third party (i.e., as evidenced by an agreed-upon and then-applicable letter of intent or then-applicable lease negotiations) shall not be deemed available for such purposes), and, at any time within ten (10) days following the date of the Expansion Meeting, Tenant may retain one or more qualified persons, provided they have had no dealings deliver in writing to Landlord a request (a “Delivery Request”) that Landlord deliver to Tenant an Offer Notice (as defined below) with Landlord or Tenant within the immediately preceding 12 month period, respect to provide any such expert adviceOffer Space. The parties specifically acknowledge and agree that only a Delivery Request delivered by Tenant to Landlord in writing in strict accordance with the foregoing shall share equally in the costs be deemed valid, and that any other attempt at a Delivery Request shall be deemed void and without force or effect. The parties specifically acknowledge and agree that Tenant’s rights under this Article 55 shall be subject and subordinate to any rights of other tenants and occupants existing as of the arbitrator Lease Date, and the right of Landlord to extend or renew the lease or other occupancy agreement of any experts reasonably retained by the arbitrator. Any fees tenant or other occupant of any appraiserOffer Space or to enter into a new lease or other occupancy agreement with such tenant or other occupant in lieu of an extension or renewal, counsel regardless of whether or experts engaged directly not such tenant or other occupant has any current right to extend or renew. If Tenant makes any Delivery Request within the foregoing ten (10) day period after the date of an Expansion Meeting (the parties specifically acknowledge and agree that Landlord shall have no obligation under this Article 55 with respect to any other request made by Tenant at any other time), Landlord shall, as soon as reasonably possible in accordance with the terms herein, prior to offering the same to any other party (other than the then-current tenant or Tenantother occupant therein), however, first offer (the “Right of First Offer,” which shall be borne by an ongoing right in accordance with, and subject to, the party retaining terms of this Article 55) to lease to Tenant all, and not less than all, of any such appraiser, counsel or expert. In Offer Space; such offer shall be in writing and shall specify the event that lease terms for the Prevailing Market for First Offer Space has not been determined by the commencement date of Tenant's lease of the applicable First Offer Space, Tenant shall pay Rent upon including, without limitation, Landlord’s good faith determination of the terms and conditions in effect for the initial Premises until such time “ROFO Fair Market Rental Value” (as the Prevailing Market for First Offer Space has been determined. Upon such determinationdefined below), the Base Rent for date on which the First Offer Space shall be retroactively adjusted, if necessary, to the commencement of EXHIBIT E -9- Tenant's lease included as part of the applicable First Premises, and whether Landlord believes a letter of credit or circumstances that could affect Landlord’s expected date of delivery of possession of the Offer SpaceSpace to Tenant are part of the determination of the ROFO Fair Market Rental Value (the “Offer Notice”). Within ten (10) days after Landlord delivers to Tenant the Offer Notice, using Tenant shall notify Landlord in writing (the formula “Election Notice”) whether Tenant elects to lease the entire Offer Space on the terms set forth in the first sentence Offer Notice. Tenant’s failure to deliver any Election Notice within such ten (10) day period shall be deemed Tenant’s election not to exercise the Right of Section II.D aboveFirst Offer for the Offer Space at hand, and Tenant’s failure to object in the Election Notice to Landlord’s determination of the ROFO Fair Market Rental Value shall be deemed Tenant’s acceptance of Landlord’s determination of the ROFO Fair Market Rental Value. If If, however, Tenant delivers the Election Notice but as part of such adjustment results in an underpayment Election Notice rejects Landlord’s determination of Base Rent by Tenantthe ROFO Fair Market Rental Value, Tenant shall pay submit in the Election Notice Tenant’s determination of the ROFO Fair Market Rental Value. Landlord and Tenant shall thereafter negotiate in good faith to agree upon the amount ROFO Fair Market Rental Value within ten (10) days following Landlord’s receipt of Tenant’s determination of the ROFO Fair Market Rental Value (the “ROFO Negotiation Period”). If, despite such underpayment within 30 days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenantgood faith efforts, Landlord and Tenant are unable to reach such agreement, then, upon the expiration of the ROFO Negotiation Period, Landlord and Tenant shall credit such overpayment against simultaneously submit to the next installment other, in a sealed envelope, its good faith determination of Base Rent due under the Lease ROFO Fair Market Rental Value (the “ROFO Determination”), which determinations shall be their respective “last and best” offers pursuant to the process set forth in Section 55.4.2 below, and the ROFO Fair Market Rental Value shall be determined in accordance with the terms of Section 55.4 below. In any event, if Tenant timely elects to lease the Offer Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Offer Space is to be included as part of the Premises, on the terms set forth in the Offer Notice and, to the extent necessarynot inconsistent with the Offer Notice, the terms of this Lease (provided, that, to the extent not inconsistent with the terms of the Offer Notice, Tenant’s Proportionate Share and the Spaces to be rented pursuant to the Parking Ratio shall be equitably and proportionately increased in proportion to the increase in the square footage of the Premises); however, Tenant specifically acknowledges and agrees that the Delivery Condition shall apply with respect to any Offer Space (subject, in any event, to Landlord’s Notice Obligation, Landlord’s Compliance Obligation and Landlord’s maintenance and repair obligations under this Lease), and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like, including, without limitation, any subsequent installments until Tenant Improvement Allowance) or other tenant inducements (including, without limitation, any waiver of any construction management fee, and/or any rent credits or abatements, including, without limitation, any Initial Premises Base Rent Abatement Right) unless otherwise specifically provided in the entire amount Offer Notice. In addition, the parties specifically acknowledge and agree that the Rentable Square Footage of any such overpayment has been credited against Base Rent, or at Tenant's election, reimburse Tenant within 30 days. EXHIBIT E -10- EXHIBIT F PARKING AGREEMENT This Exhibit (Offer Space shall be determined in substantial accordance with the "Parking Agreement") is attached method used to and made a part determine the Rentable Square Footage of the Lease Premises. Without limiting the generality of the foregoing, the parties specifically acknowledge and agree that if Tenant duly delivers an Election Notice in accordance with the terms herein electing to lease any Offer Space, then such delivery by and between [[LANDLORD'S NAME AND ENTITY TYPE TO BE PROVIDED]] ("Landlord") and INKTOMI CORPORATIONTenant shall, A DELAWARE CORPORATION ("Tenant") for space in subject to the Building located at Bayside Towersterms herein, be binding.

Offer Space. If Subject to the arbitrator believes that expert advice would materially assist him, he may retain one rights of "first offer" or more qualified persons, provided they have had no dealings with Landlord or Tenant within the immediately preceding 12 month period, to provide such expert advice. The parties shall share equally "first refusal" of other existing tenants in the costs Building, Landlord agrees that if any space on floors 3-15 and/or 29-41 in the Building (including lobby space and retail space) becomes available for lease after May 1, 2002, but during the Term, any such available space (the "First Offer Space"), the following will apply: (a) Prior to entering into a lease with any third party for all or any portion of the arbitrator and of any experts reasonably retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. In the event that the Prevailing Market for First Offer Space has not been determined by the commencement date of Tenant's lease of the applicable First Offer Space, Landlord shall give Tenant notice (the "Notice") of its interest in commencing negotiations to lease such First Offer Space to a prospective tenant. The Notice shall designate the First Offer Space; the Rent Landlord proposes to charge therefor (which Rent shall be at fair market value, as determined by Landlord based on its then offered Rent for a lease for comparable space, terms and concessions); and any other material business terms, including, without limitation, any proposed tenant improvement allowance, and, in the case of lobby or retail space, the proposed use. Tenant shall pay Rent upon have 10 business days after receipt of the Notice to lease such First Offer Space on the terms and conditions and at the Rent set forth in effect for the initial Premises until Notice; otherwise, Tenant’s rights with respect to such time as the Prevailing Market for First Offer Space has been determinedshall terminate. Upon Tenant’s right of First Offer shall be restored in the event Landlord does not consummate a lease transaction with a third party or, if Landlord does enter into such determinationa lease transaction, the Base Rent for space subsequently becomes available during the term of this Lease. (b) If Tenant leases the First Offer Space, the First Offer Space shall be retroactively adjusted, if necessary, to the commencement of EXHIBIT E -9- Tenant's lease become part of the applicable Premises and Tenant agrees to commence paying Rent for such First Offer Space, using Space at the formula rate set forth in the first sentence Notice on the date of Section II.D abovedelivery thereof to Tenant and such First Offer Space shall be leased to Tenant for the remaining unexpired term of this Lease upon the same terms and conditions as provided herein (with the exception of the Rent therefor, which will be as set forth in the Notice). 30.2 First Refusal Space. If Landlord receives a bona fide written proposal or term sheet (a "Proposal") which it is prepared to accept as the basis for negotiating a lease of space in the lobby and/or retail area on the first floor of the Building, and the Proposal permits or may permit use of the space for retail financial services (other than retail banking), such adjustment results in an underpayment as sale of Base Rent by Tenantmutual funds, Tenant shall pay Landlord the amount of such underpayment within 30 days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenantsecurities, or insurance products, Landlord shall credit such overpayment against so notify Tenant. Such notice shall include a copy of the next installment Proposal. Tenant shall have five business days from receipt of Base Rent due under a Proposal within which to notify Landlord that it wishes to lease the Lease space in question on the terms and conditions of the Proposal, and, if it does so, Landlord and Tenant will promptly and diligently negotiate and sign a lease based upon the Proposal. If Tenant declines the Proposal, or fails to respond, Landlord may enter into a lease with the party which submitted the Proposal, but any such lease shall be on substantially the terms contained in the Proposal. If Landlord has not consummated a lease pursuant to the extent necessaryProposal within 90 days after Tenant’s rejection, or if it wishes to vary the basic economic terms in any material way, Tenant’s right of first refusal shall be automatically reinstated with respect to the space in question. If Landlord enters into a lease with a third party, and the space subsequently becomes vacant and available for lease, Tenant’s right of first refusal shall once again apply. Notwithstanding Article 14, Tenant may sublet any space it leases pursuant to this paragraph to any party on such terms as it deems acceptable, without sharing any Profit with Landlord; provided, however, any subsequent installments until proposed sublease shall be subject to Landlord’s reasonable approval, which shall be given or withheld based upon Landlord’s judgment as to whether the entire amount of such overpayment has been credited against Base Rent, or at Tenant's election, reimburse Tenant within 30 days. EXHIBIT E -10- EXHIBIT F PARKING AGREEMENT This Exhibit (the "Parking Agreement") is attached to nature and made a part character of the Lease business of the proposed subtenant are suitable for the lobby of the Building. Landlord may withhold such approval if the proposed subtenant will compete with any then existing business conducted by and between [[LANDLORD'S NAME AND ENTITY TYPE TO BE PROVIDED]] ("Landlord") and INKTOMI CORPORATION, A DELAWARE CORPORATION ("Tenant") for space another tenant in the Building located at Bayside Towers.lobby or retail area on the first floor or in Two Commerce Square. 30.3

Offer Space. If Subject to the arbitrator believes that expert advice would materially assist himconditions set forth in ----------------- this Paragraph 10, he may retain one and the current rights and options of other tenants of the Building and their respective assignees to lease the "First Offer Space" (as herein defined), Tenant shall have a right of first offer to lease all or more qualified personsany portion of the Building not being leased to Tenant hereunder (not including the Expansion Space, provided they have had no dealings with Landlord or Tenant within the immediately preceding 12 month periodleasing of which shall be governed by the terms and conditions contained in Paragraph 2 above), to provide such expert advice. The parties shall share equally in the costs event any such space becomes available for lease to third parties during the term of the arbitrator and Lease (any such space that becomes available for lease to third parties during the term of the Lease is herein referred to as "First Offer Space"). Prior to leasing any experts reasonably retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. In the event that the Prevailing Market for First Offer Space has not been determined by to a third party, Landlord will give notice to Tenant (an "Offering Notice") specifying (i) the commencement date of Tenant's lease of Basic Monthly Rental which Landlord proposes to charge for the applicable First Offer Space, Tenant which Basic Monthly Rental shall pay Rent upon equal the terms and conditions in effect for greater of (A) Landlord's good faith estimate of the initial Premises until such time as the Prevailing Market for First Offer Space has been determined. Upon such determination, the Base Rent fair market rental value for the First Offer Space, or (B) the Basic Monthly Rental (on a per square foot basis) then payable for the Premises, (ii) the approximate date upon which the First Offer Space shall is anticipated to be retroactively adjustedavailable for delivery, if necessary, and (iii) any other material conditions or provisions relating to the commencement of EXHIBIT E -9- Tenant's lease leasing of the applicable First Offer Space, using Space which vary from the formula set forth provisions of the Lease. If Tenant wishes to lease the First Offer Space on the terms specified by Landlord in the first sentence of Section II.D above. If such adjustment results in an underpayment of Base Rent by TenantOffering Notice, Tenant shall pay so notify Landlord the amount of such underpayment in writing within 30 five (5) business days after the determination receipt thereof, which notice shall be unconditional and irrevocable. If such adjustment results in an overpayment Tenant may exercise its right of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, first offer only with respect to the extent necessary, any subsequent installments until the entire amount of such overpayment has been credited against Base Rent, or at Tenant's election, reimburse Tenant within 30 days. EXHIBIT E -10- EXHIBIT F PARKING AGREEMENT This Exhibit (the "Parking Agreement") is attached to and made a part all of the Lease by and between [[LANDLORD'S NAME AND ENTITY TYPE TO BE PROVIDED]] ("Landlord") and INKTOMI CORPORATION, A DELAWARE CORPORATION ("Tenant") for space First Offer Space identified in the Offering Notice, and only if Tenant intends to occupy such First Offer Space in connection with its own reasonably foreseeable needs. Tenant acknowledges that space within the Building located at Bayside Towersshall not be "available for lease" for purposes hereof so long as Landlord is negotiating a lease extension with an existing tenant thereof, whether or not pursuant to an extension option, and nothing contained in this Paragraph 10 shall be deemed to impose any obligation on Landlord to refrain from negotiating with the existing tenants of space within the Building.

Offer Space. 42.01. If during the arbitrator believes term of this Lease any Offer Space shall become “available” (as such term is hereinafter defined) and the Offer Notice for such Offer Space is delivered no later than February 1, 2023, then provided that expert advice would materially assist him, he may retain one or more qualified persons, provided they have had no dealings with Landlord or Tenant within the immediately preceding 12 month period, to provide such expert advice. The parties shall share equally in the costs (x) as of the arbitrator and of any experts reasonably retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. In the event that the Prevailing Market for First Offer Space has not been determined by the commencement date of Tenant's lease ’s OS Notice, Tenant is not then in monetary default or material non-monetary under this Lease beyond applicable notice and cure periods, and (y) as of the applicable First date of Tenant’s OS Notice, Tenant and/or its Permitted Transferees are in occupancy of not less than eighty five (85%) percent of the rentable square footage of the demised premises then leased by Tenant (the “Offer Space Occupancy Test”), Landlord shall give Tenant notice (an “Offer Notice”), specifying (a) the location and rentable square footage of such Offer Space, Tenant shall pay Rent upon (b) the terms and conditions condition in effect for the initial Premises until which such time as the Prevailing Market for First Offer Space has been determined. Upon such determination, the Base Rent for the First Offer Space shall be retroactively adjusteddelivered to Tenant, if necessary, to the commencement of EXHIBIT E -9- Tenant's lease (c) Landlord’s proposed determination of the annual fair market rental value for such Offer Space (“Landlord’s Offer Determination”), (d) the date or estimated date that such offer space will be delivered to Tenant in the condition required by this Lease (the “Anticipated OS Inclusion Date”) and (e) any other relevant terms being offered by Landlord with respect to such space. The foregoing right of Tenant is hereinafter referred to as the “Tenant’s Right of First Offer”. In addition, provided Tenant is not then in monetary default or material non-monetary under this Lease beyond applicable notice and cure periods, Landlord shall, within the first sixty (60) days following the beginning of each calendar year, deliver to Tenant a notice listing all Offer Space that has become “available” since the delivery of the immediately preceding Offer Notice or Landlord reasonably anticipates will become “available” within the following twelve (12) month period. Each such annual notice by Landlord shall constitute an Offer Notice and include the information described in clauses (a) through (e) above, and Tenant’s Right of First Offer Space, using with respect to any Offer Space identified in such Offer Notice shall be subject to Tenant’s satisfaction of the formula conditions set forth in the first sentence of this Section II.D above42.01. If such adjustment results No Offer Notice may be sent to Tenant more than eighteen (18) months in an underpayment of Base Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within 30 days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, to the extent necessary, any subsequent installments until the entire amount of such overpayment has been credited against Base Rent, or at Tenant's election, reimburse Tenant within 30 days. EXHIBIT E -10- EXHIBIT F PARKING AGREEMENT This Exhibit (the "Parking Agreement") is attached to and made a part advance of the Lease by and between [[LANDLORD'S NAME AND ENTITY TYPE TO BE PROVIDED]] ("Landlord") and INKTOMI CORPORATION, A DELAWARE CORPORATION ("Tenant") for space in the Building located at Bayside TowersAnticipated OS Inclusion Date.

Offer Space. If at any time during the arbitrator believes that expert advice would materially assist himExpansion Term, he may retain one all or more qualified personsany portion of Suite 602 comprising an agreed upon 4,021 rentable square feet, provided they have had no dealings with or the hallway to be converted by Landlord or to 490 rentable square feet (both as shown on Exhibit A), becomes “available for lease” (i.e., Landlord desires to actively market such space), Landlord shall give Tenant within written notice (“Sixth Floor Offer Space Notice”) of such event. Such notice shall identify the immediately preceding 12 month periodlocation, to provide such expert adviceconfiguration and size of the space (“Sixth Floor Offer Space”). The parties shall share equally in the costs of the arbitrator applicable business terms under which Landlord will lease such space (such as duration, commencement date, concessions, base rent, and of any experts reasonably retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, howeveradditional rent), shall be borne by the party retaining such appraiser, counsel or expert. In the event that the Prevailing Market for First Offer Space has not been determined by the commencement date of Tenant's lease of the same terms applicable First Offer Space, Tenant shall pay Rent upon the terms and conditions in effect for the initial Premises until such time as the Prevailing Market for First Offer Space has been determined. Upon such determination, the Base Rent for the First Offer Space shall be retroactively adjusted, if necessary, to the commencement of EXHIBIT E -9- Tenant's lease of the applicable First Offer Space, using the formula Expansion Premises as set forth in this Amendment. Within ten (10) business days after the first sentence of Section II.D above. If such adjustment results in an underpayment of Base Rent by date that any Sixth Floor Offer Space Notice is given to Tenant, Tenant shall pay give Landlord written notice (“Sixth Floor Offer Space Acceptance Notice”) of its election to lease such Sixth Floor Offer Space and the amount parties shall thereafter execute an amendment to the Lease incorporating such Sixth Floor Offer Space as part of such underpayment within 30 days after the determination thereofTotal Premises. If such adjustment results in an overpayment of Base Rent Space shall not be considered “available for lease” if it is leased by Tenantanother tenant. Notwithstanding the foregoing, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, keep Tenant apprised as to the extent necessary, any subsequent installments until the entire amount status of such overpayment has been credited against Base Rent, or at Tenant's election, reimburse Tenant within 30 days. EXHIBIT E -10- EXHIBIT F PARKING AGREEMENT This Exhibit (the "Parking Agreement") is attached to and made a part all of the Lease by and between [[LANDLORD'S NAME AND ENTITY TYPE TO BE PROVIDED]] ("Landlord") and INKTOMI CORPORATION, A DELAWARE CORPORATION ("Tenant") Sixth Floor Offer Space so that Tenant has advance notice as to when all or any portion of the Sixth Floor Offer Space becomes “available for space in the Building located at Bayside Towerslease.”