Common use of Procedure for Acceptance Clause in Contracts

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (“Election Date”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise -------------------------- Tenant’s 's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of ten (10) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said ten (10) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect to the space identified offer shall terminate in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticeentirety. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of first refusal First Offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord (“Tenant’s First Offer Exercise Notice”) of Tenant’s election to (i) exercise of its right of first refusal offer with respect to (A) the entire space described in the First Offer Notice on the terms contained in such notice, or (B) if the First Offer Space described in the First Offer Notice includes both the Fourth Floor First Offer Space and the Fifth Floor First Offer Space, then Tenant may exercise its right of first offer with respect to only the Fifth Floor First Offer Space, on the terms contained in such notice applicable to only the Fifth Floor First Offer Space, or (ii) exercise its right of first offer with respect to the entire space described in the First Refusal Offer Notice and on (or with respect to only the Fifth Floor First Offer Space, as set forth above), but dispute the applicable First Offer Rent set forth in the First Refusal Economic Terms contained thereinOffer Notice. Subject Concurrently with Tenant’s exercise of its Right of First Offer, Tenant shall provide Tenant’s most recent Audited Financial Statement (as that term is defined in Section 17.2 below) and any previous Audited Financial Statements (prepared by Tenant and not already in Landlord’s possession or otherwise reviewed by Landlord) pertaining to the remaining provisions period starting with the Lease Commencement Date and continuing through the date of this Section 1.4.2Landlord’s delivery of the First Offer Notice. Tenant may provide such Audited Financial Statements via an on-line diligence site, if and shall not be required to provide hardcopies of the same. If Tenant does not exercise its right of first refusal deliver Tenant’s First Offer Exercise Notice and all required accompanying documentation within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to enter into a lease (“Third Party Lease”) for the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends during the 270-day period following the initial delivery of the First Offer Notice to enter into a lease upon Tenant, either (x) the rentable square footage of the First Refusal Offer Space to be leased changes by greater than ten percent (10%) or (y) the Economic Terms which arethat Landlord is prepared to accept under a Third Party Lease are greater than six percent (6%) more favorable to the tenant than the Economic Terms offered by Landlord to Tenant (as such Economic Terms are adjusted to account for the difference, if any, in the aggregate, materially more favorable lease term offered to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in Tenant and the First Refusal Notice lease term offered to Tenantsuch third party), then Landlord shall first deliver make an offer of such more favorable Economic Terms (as such Economic Terms are adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the “New Offer Terms”) to Tenant by written notice to Tenant (the “Second Chance Additional Notice”) providing Tenant with setting forth the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic New Offer Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within shall have five (5) business days after from Tenant’s receipt of such Second Chance the Additional Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to accept the third (3rd) party than those New Offer Terms set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms Additional Notice (which procedure shall be materially more favorable repeated until Landlord enters into a lease or lease amendment with respect to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such Offer Space which does not require Landlord to deliver another First Refusal Space as those proposed by Landlord in the First Refusal Offer Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant Tenant pursuant to the terms and conditions of this Section 1.4.2paragraph or Tenant exercises such right of first offer, Tenant as applicable). After the expiration of the 270-day period Landlord shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit liability to Tenant a new First Refusal Notice with respect to any such unleased the subject First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic TermsOffer Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise TenantXxxxxx’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s election to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on the First Refusal Economic Terms terms contained thereinin such notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a (any such lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninetythird-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticean “Intervening Lease”). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object thereof. Notwithstanding the foregoing, (i) if Landlord has not entered into an Intervening Lease with a third party within nine (9) months following the delivery by Landlord to any Tenant of the First Refusal Economic TermsOffer Notice, then, so long as Landlord is not engaged in good faith negotiations with a third party to lease all or a portion of such First Offer Space, the right of first offer granted to Tenant in this Section 10 shall once again be invoked and (ii) in the event that within the nine (9) months following the delivery by Landlord to Tenant of the First Offer Notice, Landlord markets or offers the First Offer Space to third parties on terms materially less favorable to Landlord than those set forth in the First Offer Notice (it being understood and agreed that “materially less favorable” shall mean that the net present value of the material economic terms of the modified transaction is at least ten percent (10%) less than the net present value of the material economic terms set forth in the First Offer Notice), Xxxxxxxx agrees that Xxxxxx’s rights under this Section 10 with respect to such First Offer Space shall be reinstated and Landlord shall provide 4864-0699-3085.7183305.00028/7-23-24/ejs/ejs -7- [Sixth Amendment][Revolution Medicines, Inc.]COID: 1507 Tenant with a First Offer Notice if, as, and to the extent, required under the terms of this Section 10.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) [***] business days after of delivery of the First Refusal Notice to Tenant (“Election Date”or within [***] business days after delivery of a "Second Notice", as defined below), Tenant shall deliver notice (the "First Refusal Exercise Notice") to Landlord of Tenant’s 's election to exercise of its right of first refusal with respect to the entire space Refusal Space described in the First Refusal Notice and on the terms contained in such notice. The First Refusal Notice shall include the "Economic Terms contained thereinTerms" and the "Non-Economic Terms," as those terms are defined, below, which will be applicable to such Refusal Space. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the five (5) [***] business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends prior to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease leasing such space to any third party (3rdA) party at a rental (taking into consideration the Economic Terms, calculated on terms not materially a "Net Equivalent Lease Rate" basis pursuant to Sections 5.1 through 5.5 of Exhibit G to the Lease), more than [***] percent ([***]%) more favorable to the third (3rd) party than those set forth in the corresponding First Refusal Notice, or (B) pursuant to Non-Economic Terms which are materially more beneficial to such tenant than those set forth in the corresponding First Refusal Notice, Landlord shall first again offer such Refusal Space to Tenant on such more favorable Economic Terms and/or Non-Economic Terms (the "Second Chance Notice"); providedprovided further, however, that notwithstanding anything in this Section 1.3 to the contrary, Tenant hereby acknowledges and agrees that the tenant with whom Landlord enters into any such lease and any tenant entering into a lease during any "First Offer Suspension Period," as that term is defined in Section 1.3.6 below, shall, with respect to any and all renewal, extension, expansion, first offer, first refusal or similar rights granted in such lease, be a Superior Right Holder for purposes of this Section 1.3. In addition, if Landlord fails to execute a letter of intent or a lease agreement with a tenant on, or within the Second Chance Noticeallowed variances of, First Refusal the Economic Terms shall be materially more favorable to a third party if such First Refusal and Non-Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord set forth in the First Refusal Notice within [***] days following the expiration of the [***] business day period for Tenant to Tenantsubmit a First Refusal Exercise Notice, then the right of first refusal granted under this Section 1.3 shall again apply and [***] Confidential portions of this document have been redacted and filed separately with the Commission. If Landlord does shall be required, prior to leasing or granting any rights to lease such First Refusal Space to any third party, to provide Tenant with a third (3rd) party tenant pursuant to the terms First Refusal Notice and conditions of this Section 1.4.2, Tenant shall have no further right an opportunity to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord as provided in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticethis Section 1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the Refusal Space identified in any particular First Refusal Space offered by Landlord to Tenant at any particular timeNotice (or Second Notice), and Tenant may not elect to lease only a portion thereof thereof. For purposes hereof, the "Economic Terms" shall be the following items: (i) base rent and free rent, including escalations thereto, (ii) monetary concessions (e.g., free rent, improvement allowances), and (iii) any rent stop or object to any base year protections. For purposes hereof, the "Non-Economic Terms" shall be the following items: (a) the rentable square footage of the First applicable Refusal Space, (b) the length of term, including the lease commencement date, and (c) the date by which the Refusal Space will be delivered to the tenant and the period of time, if any, granted to the tenant for the construction or build-out period of the Refusal Space prior to the obligation to pay rent. The amount of the security deposit required of a third party tenant shall not be deemed an Economic TermsTerm or a material Non-Economic Term; provided, that Landlord shall have the right to require that Tenant provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in connection with Tenant's lease of the Refusal Space. Such financial security determination shall be made by reviewing the extent of financial security then generally being imposed by landlord of the Comparable Buildings on tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant for transactions comparable to the transaction for the Refusal Space (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants).

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after following delivery of the First Refusal Offer Notice to Tenant (the “Election DateFirst Offer Exercise Period”), Tenant shall deliver notice (the “First Offer Exercise Notice”) to Landlord of Tenant’s election to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on (except as otherwise expressly set forth in the First Refusal Economic Terms contained therein. Subject to the remaining provisions last sentence of this Section 1.4.27.2) on the terms contained in such notice, provided that concurrently with such exercise, Tenant may, at its option, object to the First Offer Rent contained in the First Offer Notice, in which case the parties shall follow the procedure, and the First Offer Rent shall be determined, as set forth in Section 2.2.4 of the Original Lease (as if the First Offer Rent hereunder were the First Offer Rent under Section 1.3 of the Original Lease). If Tenant does not exercise its right of first refusal deliver the First Offer Exercise Notice to Landlord within the five ten (510) business day period (on all of the First Refusal Economic Terms)set forth above, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires and on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the subject First Refusal Offer Space identified by Landlord in such First Refusal Notice within three nine (39) months after the date Landlord first delivered expiration of the First Offer Exercise Period, then such First Refusal Notice Offer Space shall again be subject to Tenant, then the right of first offer as set forth herein and Landlord shall submit to Tenant deliver a new second First Refusal Offer Notice with respect regard to the subject First Offer Space (the “Second Chance First Offer Notice”) prior to entering into any lease of the subject First Offer Space with a third party (expressly excluding the existing tenant of the First Offer Space); provided, further that Tenant hereby acknowledges and agrees that Landlord shall only be obligated to deliver one (1) Second Chance First Offer Notice with regard to any such unleased particular First Refusal Offer Space before and that if Tenant shall fail to exercise its right of first offer upon Landlord’s delivery of a Second Chance First Offer Notice, Landlord may lease such space to another party, provided that no existing Superior Right holder wishes shall be free to lease such the space in accordance described therein to any Landlord desires on any terms Landlord desires (and Tenant shall have no further rights whatsoever with its Superior Rights in which event regard to the foregoing procedures shall again apply following Tenant’s receipt of such new subject First Refusal NoticeOffer Space). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at in any particular timeFirst Offer Notice, and Tenant may not elect to lease only a portion thereof or object to any thereof; provided, however, that in the event that the First Offer Notice shall include all of the 16th Floor First Refusal Economic TermsOffer Space and all of the 17th Floor First Offer Space, Tenant shall have the right to elect, in the First Offer Exercise Notice, to lease only the entire 16th Floor First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right the Right of first refusal First Refusal with respect to the space described in the First Refusal Notice, then within five ten (510) business days after of delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice (“First Refusal Exercise Notice”) to Landlord of Tenant’s exercise of its right the Right of first refusal First Refusal with respect to the entire space described in the First Refusal Notice and on the terms contained in such notice, provided that (i) if the First Refusal Economic Terms contained therein. Subject Commencement Date (defined below) is anticipated by Landlord to occur prior to the remaining provisions first anniversary of this the Lease Commencement Date (the “One Year Period”), then the First Refusal Rent shall be as set forth in Section 1.4.21.3.3.1, if below, and (ii) after the One Year Period, Tenant may, upon and concurrent with such exercise, object to the First Refusal Rent contained in the First Refusal Notice, in which case the parties shall follow the procedure, and the First Refusal Rent shall be determined, as set forth in Section 1.3.8, below (“Tenant’s First Refusal Arbitration Right”). If Tenant does not exercise its right of first refusal so notify Landlord within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends fails to enter into a lease upon such First Refusal Economic Terms which are, in the aggregate, materially more favorable Space to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in third-party within six (6) months following Landlord’s delivery of the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the Tenant’s Right of First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable with respect to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall again be entitled to lease renew and Landlords shall reoffer such space to any third (3rd) party on Tenant in accordance with the terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right the Right of first refusalFirst Refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right the Right of first refusal First Offer with respect to the space described in the a First Refusal Offer Notice, then within five (5) business days after of delivery of the such First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of irrevocably exercising its right of first refusal offer with respect to the entire space described in the such First Refusal Offer Notice and on the First Refusal Economic Terms terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the five (5) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free released of its obligation to lease such First Offer Space to Tenant for a period of nine (9) months following the relevant First Offer Notice (the “Waiver Period”), and Landlord shall have the right during such Waiver Period to lease the space described First Offer Space to any third party for a term and on such other conditions as Landlord may determine in Landlord’s sole discretion. If Landlord has not leased the First Refusal Notice Offer Space to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right a third party within the Waiver Period, then the provisions of first refusal with respect this Section 1.3 shall again apply to the space identified in the First Refusal notice shall thereupon automatically terminate; Offer Space, provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, is actively and in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant good faith negotiating with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in with respect to the First Refusal Notice to Tenant. Tenant’s failure to elect to lease Offer Space at the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt end of such Second Chance Notice from Landlord Waiver Period, the Waiver Period shall be deemed to constitute Tenantextended through the date such negotiations conclude. Upon Landlord’s election not to lease such space upon such more favorable leasing the applicable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space Offer Space to any third (3rd) party on terms not materially more favorable to during the third (3rd) party than those set forth in the Second Chance Notice; providedWaiver Period, however, that for purposes all rights of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Offer Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures under this Section 1.3 shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising cease until the First Refusal Offer Space offered by Landlord to Tenant becomes available for lease again at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsfuture date.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice Offer Notice, and on the ROFO Economic Terms shall be as set forth in the First Refusal Economic Terms contained thereinOffer Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not unconditionally exercise its right of first refusal offer within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminateOffer Notice; provided, however, that if Landlord Landlord, within thirty (30) days after such ten (10) day period, intends to enter into a lease upon First Refusal ROFO Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal ROFO Economic Terms proposed by Landlord in the First Refusal Offer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Offer Space on such more favorable First Refusal ROFO Economic Terms; provided, however, that in no event shall Landlord be obligated to provide Tenant a Second Chance Notice if the prospective third party tenant has, in Landlord’s good faith, business judgment, a credit worthiness and financial stability greater than Tenant. For purposes hereof, First Refusal ROFO Economic Terms shall be materially more favorable to a third party if such First Refusal ROFO Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five ninety percent (9590%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Offer Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal ROFO Economic Terms by written notice to Landlord within five three (53) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal ROFO Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement Landlord desires and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of Offer Space set forth in the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes may, not later than ten (10) business days after Landlord gives the First Offer Notice to exercise Tenant (the “Election Date”), at its option, deliver written notice to Landlord (“Tenant’s right of first refusal with respect Election Notice”) electing to lease the space described First Offer Space upon the terms set forth in the First Refusal Offer Notice. Time is of the essence of this provision, and Tenant acknowledges and agrees that Landlord will have no obligation to lease the First Offer Space to Tenant if Tenant does not deliver Tenant’s Election Notice within the time specified. Any qualified or conditional acceptance by Tenant of Landlord’s First Offer Notice shall be deemed a counteroffer to, and a rejection of, Landlord’s First Offer Notice. If Tenant’s Election Notice is not a written, unconditional acceptance of Landlord’s First Offer Notice, or is not delivered to Landlord by the Election Date, then Tenant’s rights under this Paragraph 58 shall automatically terminate, and Landlord shall thereafter be entitled to lease all or any portion of the First Offer Space identified in the First Offer Notice to any person or entity on any terms which may be satisfactory to Landlord, in its sole discretion, including terms and conditions more favorable to such person or entity than the terms and conditions set forth in the First Offer Notice; provided, however, prior to Landlord leasing the First Offer Space to another party on terms which are substantially more favorable to such other party than the terms set forth in the First Offer Notice, then within Landlord must first re-offer such First Offer Space to Tenant pursuant to a revised First Offer Notice on such more favorable terms, and Tenant shall have five (5) business days after delivery of the First Refusal Notice to Tenant (“Election Date”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Offer Space upon on such revised terms and conditions. For purposes of the foregoing, another lease shall be substantially more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to than the third (3rd) party than those offer set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party Offer Notice if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for rent in such First Refusal Space as those proposed by Landlord other lease is more than ten percent (10%) lower than the net effective rent in the offer set forth in the First Refusal Notice to TenantOffer Notice. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to As used herein, “net effective rent” shall mean the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all average contract rental rate over the term of the First Refusal Space identified applicable transaction, as reduced by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenantamortized cost of free rent, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, tenant improvement allowances and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsother cash allowances.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice Offer Notice, and on the First Refusal Offer Economic Terms contained thereinshall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not unconditionally exercise its right of first refusal offer within the five (5) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall shall, for a period of six three (3) months, be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord Landlord, intends to enter into a lease upon First Refusal ROFO Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal ROFO Economic Terms proposed by Landlord in the First Refusal Offer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“ROFO Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Offer Space on such more favorable First Refusal ROFO Economic Terms. For purposes hereof, First Refusal ROFO Economic Terms shall be materially more favorable to a third party if such First Refusal ROFO Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Offer Space as those proposed by Landlord in the First Refusal Offer Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal ROFO Economic Terms by written notice to Landlord within five three (53) business days after Tenant’s receipt of such ROFO Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal ROFO Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms not materially more favorable Landlord desires, subject to Landlord’s obligation to deliver Tenant a further ROFO Second Chance Notice under the third (3rd) party than those circumstances set forth in the preceding two sentences. Notwithstanding anything above to the contrary, in no event shall Landlord be obligated to provide Tenant with a Second Chance Notice; providedNotice if, however, that for purposes of at the time Landlord would otherwise be obligated to provide such Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit the prospective third party tenant has an S&P credit rating equal to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticeor greater than “BBB”. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Offer Economic Terms.

Procedure for Acceptance. If Tenant Lessee wishes to exercise TenantLessee’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five twelve (512) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Lessee, Tenant Lessee shall deliver written notice to Landlord Lessor of TenantLessee’s exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and Offer Notice, either on the terms contained in the First Refusal Economic Terms contained thereinOffer Notice or on terms to be negotiated between Lessor and Lessee as provided herein (“Lessee’s Exercise Notice”). Subject to the remaining provisions of this Section 1.4.2, if Tenant If Lessee does not exercise its right of first refusal so notify Lessor within the five such twelve (512) business day period (on all of the First Refusal Economic Terms)period, then Landlord Lessor shall be free to lease the space described in the First Refusal Offer Notice to anyone any third party, and Lessee shall have no further rights hereunder with respect to whom Landlord desires on any terms Landlord desires and Tenantsuch space, until Lessee’s rights hereunder revive as provided in subparagraph (g) below. Concurrently with or prior to delivery of Lessee’s Exercise Notice, one of the following conditions must be or must have been satisfied in order for Lessee to exercise its right of first refusal offer with respect to the space identified described in the First Refusal notice shall thereupon automatically terminate; providedOffer Notice: (i) the term of that certain Office Lease, howeverdated as of January 1, 1998, by and between Lessor and Lessee, covering those certain premises located on floors one and two of the East Wing of that if Landlord intends certain building in Levi’s Plaza commonly known as the Koshland Building (the “Swing Space Lease”) must have expired, or must be scheduled to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable expire on or prior to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to TenantOffer Space Commencement Date (as defined in subparagraph (e) below); (ii) Lessee shall give, then Landlord or previously shall first deliver have given, written notice of its election to Tenant (“Second Chance Notice”) providing Tenant with terminate the opportunity to Swing Space lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2Article 35 of the Swing Space Lease; or (iii) Lessee shall give, Tenant or previously shall have no further right given, written notice of its election to lease such First Refusal Space. If Landlord does not enter into a lease or leases all convert the Swing Space Lease pursuant to the terms and conditions of Article 36 of the First Refusal Swing Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal NoticeLease. Notwithstanding anything to the contrary contained herein, Tenant Lessee must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord Lessor to Tenant Lessee at any particular timetime (provided that all such space is contiguous space or has otherwise been vacated by a single tenant or occupant (“single user space”)), and Tenant Lessee may not elect to lease only a portion thereof thereof. If Lessee does not elect to exercise its right of first offer with respect to all of the contiguous or object single user space then offered by Lessor, Lessee shall have no further right of first offer with respect to that space, until Lessee’s rights hereunder revive as provided in subparagraph (g) below. In the event that Lessee does deliver Lessee’s Exercise Notice to Lessor within the twelve (12) business day period and Lessee’s Exercise Notice states that such exercise shall be on terms to be negotiated between Lessor and Lessee, then Lessor and Lessee agree to negotiate in good faith for a period of up to twenty (20) days after Lessor’s receipt of Lessee’s Exercise Notice to determine the fair market First Offer Rent and other material economic terms and other lease terms for the space described in the First Offer Notice based on the then prevailing fair market rent and economic terms. If Lessor and Lessee cannot in good faith agree upon the First Offer Rent and other material economic terms and other lease terms for the space described in the First Offer Notice within such twenty (20) day period, then Lessor shall be free to lease the space described in the First Offer Notice to any third party and Lessee shall have no further right of first offer with respect to that space, until Lessee’s rights hereunder revive as provided in subparagraph (g) below. Lessor and Lessee acknowledge and agree that the determination of the First Refusal Economic TermsOffer Rent and other material economic terms and lease terms for the space described in the First Offer Notice shall not be subject to arbitration or other judicial determination in the event that Lessor and Lessee are unable to agree thereon; provided, however, nothing contained herein shall excuse either Lessor’s or Lessee’s obligation to act in good faith.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within five date which is seven (57) business days after delivery Tenant's receipt of the a Landlord's First Refusal Notice to Tenant (“the "ROFR Election Date”"), Tenant shall deliver a written notice to Landlord of Tenant’s (the "ROFR Election Notice") pursuant to which Tenant shall elect either to: (i) exercise of its right of first refusal with respect to such First Refusal Right and lease the entire space First Refusal Space described in the applicable Landlord's First Refusal Notice upon the ROFR Economic Terms set forth in such applicable Landlord's First Refusal Notice and on the First Refusal same non-ROFR Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance NoticeLease, as amended hereby; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if or (ii) reject such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement Right and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of refuse to lease the net effective rental rate for such entire First Refusal Space as those proposed by Landlord identified in the applicable Landlord's First Refusal Notice to Notice, in which event Tenant. If Landlord does lease such 's First Refusal Space Right with respect to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such applicable Landlord's First Refusal Notice within three (3) months after the date shall thereupon automatically terminate and be of no further force or effect, and Landlord first delivered may thereafter lease all or any portion of such applicable First Refusal Space to any party on any terms Landlord desires. If Tenant does not so respond in writing to Landlord's First Refusal Notice by the ROFR Election Date, Tenant shall be deemed to Tenanthave elected the option described in clause (ii) hereinabove. If Tenant timely delivers to Landlord the ROFR Election Notice as described in clause (i) hereinabove, then Landlord Tenant shall submit to Tenant a new lease the applicable First Refusal Space described in such applicable Landlord's First Refusal Notice with respect upon the ROFR Economic Terms contained in such applicable Landlord's First Refusal Notice and the non-ROFR Economic Terms set forth in the Lease, as amended hereby. Notwithstanding anything in this Section 9 to the contrary, Landlord acknowledges and agrees that Tenant's First Refusal Right to lease any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space not previously identified in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new any Landlord's First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered Notice delivered by Landlord to Tenant at shall not terminate as a result of Tenant's election or deemed election to refuse to lease any particular other First Refusal Space so identified in a Landlord's First Refusal Notice, and shall continue until such time, and Tenant may but not elect to lease only a portion thereof or object to any of beyond the First Refusal Economic TermsPeriod, as such space first becomes available for lease as determined by Landlord as provided hereinabove.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the Fifteenth Floor First Refusal Offer Notice, then within five ten (510) business days after delivery of the Fifteenth Floor First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of first refusal offer with respect to the entire space described in the Fifteenth Floor First Refusal Notice Offer Notice. If concurrently with Tenant’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Fifteenth Floor Economic Terras set forth in the Fifteenth Floor First Offer Notice, Landlord and on Tenant shall, for a period of fifteen (15) business days after Tenant’s exercise, negotiate in good faith to reach agreement as to such Fifteenth Floor Economic Terms. If Tenant does not so notify Landlord that it does not accept the First Refusal Fifteenth Floor Economic Terms contained thereinset forth in the Fifteenth Floor First Offer Notice concurrently with Tenant’s exercise of the first offer right, the Fifteenth Floor Economic Terms shall be as set forth in the Fifteenth Floor First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five ten (510) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the First Refusal Fifteenth Floor Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Fifteenth Floor Economic Terms within said fifteen (15) business day period, then Landlord shall be free to lease the space described in the Fifteenth Floor First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided that, if Landlord desires to lease the same Fifteenth Floor First Offer Space to any third party but increase or decrease the size of such Fifteenth Floor First Offer Space by more than ten percent (10%) or decrease the effective rent previously offered to Tenant by more than five percent (5%) (blending all concessions over the relevant term), Landlord shall be required to give Tenant another Fifteenth Floor First Offer Notice with respect to such increased or decreased Fifteenth Floor First Offer Space or such reduced rent and Tenant’s right of first refusal with respect to rights in connection therewith shall renew under this Section 7, except that the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant ten (“Second Chance Notice”10) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms and fifteen (15) business day periods set forth above shall be materially more favorable reduced to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) and ten (10) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Termsdays, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticerespectively. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of ten (10) days after Tenant’s exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five ten (510) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said ten (10) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect offer shall terminate as to the space identified described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery receipt of the First Refusal Notice to by Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s exercise of its right of first refusal with respect Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice and on upon the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described set forth in the First Refusal Notice or (ii) refuse to anyone lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to whom Landlord desires any person or entity on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, Space specified in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the Landlord’s First Refusal Notice shall thereupon terminate and be of no further force or effect (provided that in the event the Terms are altered so as to Tenant, then Landlord shall first deliver written notice to Tenant reduce the Net Effective Rental Rate (“Second Chance Notice”as defined below) providing Tenant with the opportunity to lease the First Refusal Space on such by more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (955%) of the net effective rental rate for such listed in the Terms offered to Tenant, Landlord will again be obligated to offer the First Refusal Space to Tenant on such revised Terms and Tenant will have three (3) business days to deliver Tenant’s Election Notice as those proposed by Landlord set forth above). The term “Net Effective Rental Rate” shall mean the rental rate, as adjusted to reflect the value of any free rent, tenant improvement allowance or similar monetary concessions contained in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into receive a lease or leases all of the First Refusal Space identified by Landlord response from Tenant in such writing to Landlord’s First Refusal Notice within three by the Election Date, Tenant shall be deemed to have elected the option described in clause (3ii) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticeabove. Notwithstanding anything herein to the contrary contained hereincontrary, Tenant must elect to may only exercise its right of first refusal, if at all, refusal with respect to all of the space comprising described in the First Refusal Space offered by Landlord to Tenant at any particular timeNotice, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five (5) business days after of delivery of the such First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s irrevocable exercise of its right of first refusal offer with respect to the entire space described in the such First Refusal Offer Notice and on the First Refusal Economic Terms terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal notify Landlord within the five (5) business day period (on all of the First Refusal Economic Terms)set forth above, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms “Economic Terms” (as that term is defined below) Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; desires, provided, however, that if Landlord intends (A) has not entered into a lease with respect to such First Offer Space within one hundred eighty (180) days after the date of the First Offer Notice, or (B) desires to enter into a lease upon of such First Refusal Offer Space with a third party on Economic Terms which are, in the aggregate, materially that are more than ten percent (10%) more favorable to a prospective tenant such third party than those First Refusal the most favorable Economic Terms proposed offered by Landlord to Tenant in the First Refusal Offer Notice (with reasonable and appropriate adjustments made to Tenantsuch Economic Terms to account for any difference in the length of the offered lease terms for the First Offer Space), then Landlord shall first deliver written notice another First Offer Notice to Tenant with respect to such First Offer Space (“Second Chance Notice”) providing and, if applicable, such First Offer Notice to Tenant with shall contain the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, ) prior to entering into a lease of such First Refusal Economic Terms shall be materially more favorable to Offer Space with a third party if party. Tenant shall have the same rights with respect to such First Refusal Offer Notice as it had with respect to the initial First Offer Notice. As used in this Section 1.3, “Economic Terms reflect Terms” shall refer to the net, aggregated cost to Tenant or another party, on a net effective present value basis, of the effect of the following terms for any particular First Offer Space: (i) the rental rate (including additional rent and considering any rent abatement and Tenant Improvement costs/“base year” or “expense stop” applicable thereto); (ii) the amount of any improvement allowance and or the value of any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed work to be performed by Landlord in connection with the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice First Offer Space (which amount is a deduction from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit cost to Tenant or such other party); and (iii) the amount of free rent (which amount is a new First Refusal Notice with respect deduction from the cost to any Tenant or such unleased First Refusal Space before Landlord may lease such space to another other party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal with respect to the space Refusal Space described in the First Refusal Notice, then within five (5) business days after of delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's exercise of its right of first refusal with respect to all of the entire space Refusal Space described in the First Refusal Notice at the rent (the "Refusal Space Rent") and on for the First full term identified in the Refusal Economic Terms Notice, and upon the other fundamental economic terms and conditions contained thereinin such Refusal Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the such five (5) business day period (on all of the First Refusal Economic Terms)Tenant's exercise of its right of first refusal, then Landlord shall be free to enter into a lease for the Refusal Space with the party that submitted the bona-fide third-party offer, so long as the lease is (a) on economic terms reasonably similar to that set forth in the bona-fide third party offer, and (b) mutually executed and delivered within six (6) months of the date that Tenant fails to exercise the right of first refusal. If either condition (a) or condition (b) (or both) of the immediately preceding sentence is not met, then Tenant's right of first refusal for the Refusal Space shall renew and the process shall continue as set forth above. After Landlord enters into any lease of Refusal Space with said party in accordance with the foregoing ("Third Party Lease"), Tenant's rights under this Section 11 shall be subordinate to the rights of the tenant under the Third Party Lease with respect to the space described in leased and encumbered pursuant to the First Refusal Notice provisions of the Third Party Lease, all extensions and renewals thereof, all pure expansion options contained therein which are stated as Landlord delivery obligations within a certain time frame for a certain amount of space, and all right of first offer expansions contained therein. Notwithstanding anything set forth herein to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s the contrary, if Tenant exercises its right of first refusal with respect to the space identified in Refusal Space, then Tenant's right to extend the First Lease Term pursuant to Section 6 of this Second Amendment shall applicable to the Refusal notice shall thereupon automatically terminateSpace with the same force and effect as such rights are applicable to the Premises (as described herein); provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, such rights with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, entire then-existing Premises and Tenant may not elect to lease exercise such rights with respect to only a portion thereof or object to any of the First Refusal Economic Termsthen-existing Premises.

Procedure for Acceptance. If Tenant wishes to exercise the Purchase ROFO, Tenant shall notify Landlord in writing ("Tenant’s right of first refusal with respect to 's Exercise Notice") on or before the space described in the First Refusal Notice, then within five date that occurs ten (510) business days after delivery following Tenant's receipt of the First Refusal Purchase ROFO Notice ("Tenant's Notice Period"), of Tenant's irrevocable exercise of the Purchase ROFO at the purchase price and other terms set forth in Purchase ROFO Notice. Following Landlord's receipt of Tenant's Exercise Notice ("Tenant's Negotiation Period"), Landlord and Tenant shall negotiate exclusively and in good faith, and shall execute and deliver a purchase and sale agreement (the "Purchase Agreement") for the sale of the For Sale Property to Tenant (“Election Date”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to containing the entire space described terms set forth in the First Refusal Notice and on the First Refusal Economic Terms contained thereinPurchase ROFO Notice. Subject to the remaining provisions of this Section 1.4.2, if If (i) Tenant does not exercise its right of first refusal within timely deliver Tenant's Exercise Notice, or (ii) Tenant timely delivers Tenant's Exercise Notice, but, despite negotiating in good faith, Landlord and Tenant fail to fully execute and deliver the five Purchase Agreement on or before the date that occurs sixty (560) business day period (on all of days after the First Refusal Economic Terms)date Landlord receives Tenant's Exercise Notice, then Landlord shall thereafter be free to lease sell the space described in the First Refusal Notice For Sale Property to anyone to whom Landlord desires any party thereafter on any terms elected by Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminateits sole discretion; provided, however, that if Landlord intends prior to enter into a lease upon First Refusal Economic Terms which are, in offering the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable Sale Property to a third party if such First Refusal Economic Terms reflect at a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) Purchase Price that is less than ninety-five two and one-half percent (95%92½%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those Purchase Price set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance any Purchase ROFO Notice, First Refusal Economic Terms Landlord shall be materially more favorable deliver to Tenant a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement modified Purchase ROFO Notice at the reduced Purchase Price and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of shall again have the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal right to deliver a Tenant's Exercise Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.21.7.2, Tenant shall have no further right and (z) if Landlord withdraws the For Sale Property from the market (except during negotiations or contract periods relating to lease such First Refusal Space. If Landlord does not enter into a lease the sale or leases all potential sale of the First Refusal Space identified by For Sale Property in accordance with this Section 1.7), Landlord in such First Refusal must again issue a Purchase ROFO Notice within three (3) months after before again actively marketing the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice Project. Time is of the essence with respect to any such unleased First Refusal Space before Landlord may lease such space to another partythe giving of Tenant's Exercise Notice, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event Tenant's Notice Period and the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all execution and delivery of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Purchase Agreement. Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsspecifically enforce its Purchase ROFO rights under this Section 1.7.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within five date which is seven (57) business days after delivery Tenant’s receipt of the First Refusal Offer Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s exercise of its right of first refusal with respect Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space First Offer Space described in the First Refusal Offer Notice and on upon the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described set forth in the First Refusal Offer Notice and the same non-Economic Terms as set forth in the Lease (as then amended), (ii) refuse to anyone lease such First Offer Space identified in the First Offer Notice, specifying that such refusal is not based upon the Economic Terms set forth by Landlord in the First Offer Notice, but upon Tenant’s lack of need for such First Offer Space, in which event Landlord may lease such First Offer Space to whom Landlord desires any entity on any terms Landlord desires (the “Subsequent Lease”) and Tenant’s right of first refusal offer with respect to the First Offer Space specified in Landlord’s First Offer Notice shall thereupon terminate and be of no further force or effect until such space identified once again becomes available after expiration of the Subsequent Lease including any renewal or extension of such Subsequent Lease, whether or not such renewal or extension is pursuant to an express written provision in such Subsequent Lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, or (iii) refuse to lease the First Offer Space, specifying that such refusal is based upon the Economic Terms set forth in the First Refusal notice Offer Notice, in which event Tenant shall thereupon automatically terminatealso specify in Tenant’s Election Notice revised Economic Terms upon which Tenant would be willing to lease such First Offer Space from Landlord. If Tenant does not so respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (b)(ii) above. If Tenant timely delivers to Landlord Tenant’s Election Notice pursuant to clause (b)(iii) above, Landlord may elect either to: (A) lease such First Offer Space to Tenant upon the revised Economic Terms specified by Tenant in Tenant’s Election Notice, and the same non-Economic Terms as set forth in the Lease (as then amended); or (B) lease the First Offer Space to any person or entity upon any terms Landlord desires; provided, however, that if Landlord intends to enter into a lease upon First Refusal the Economic Terms which are, in the aggregate, materially more of Landlord’s proposed lease to said third party are less favorable to a prospective tenant Landlord than those First Refusal Economic Terms proposed by Landlord Tenant in the First Refusal Notice to Tenant’s Election Notice, then before entering into such third party lease, Landlord shall first deliver written notice to notify Tenant (“Second Chance Notice”and deliver a courtesy copy to CB Xxxxxxx Xxxxx, Inc., Attn: Xxxx Xxxx, on any such notice) providing of such less favorable Economic Terms and Tenant with shall have the opportunity right to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Offer Space upon such more less favorable First Refusal Economic Terms by delivering written notice thereof to Landlord within five (5) business days after Tenant’s receipt of Landlord’s notice. If Tenant does not elect to lease such Second Chance Notice space from Landlord within said five (5) business day period, Tenant shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, have elected the option described in which case Landlord shall be entitled to lease such space to any third clause (3rdb)(ii) party on terms not materially more favorable to above. In determining whether the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable of Landlord’s proposed lease to a third party if such First Refusal are less favorable to Landlord than those Economic Terms reflect a net proposed by Tenant in Tenant’s Election Notice, all concessions shall be blended into an effective rental rate (including any rent abatement over the term of the proposed lease to said third party and such effective rental rate shall be compared with the effective rental rate of the Economic Terms proposed by Tenant Improvement costs/allowance in Tenant’s Election Notice, and any other economic concessions) the Economic Terms of Landlord’s proposed lease to the third party shall only be deemed less favorable to Landlord if the effective rental rate of the proposed lease to the third party is less than ninety-eight ninety percent (9890%) of the net effective rental rate for such First Refusal Space as those of the Economic Terms proposed by Landlord Tenant in Tenant’s Election Notice. The effective rental rate shall mean the First Refusal Notice rental amount to Tenant. If Landlord does lease such First Refusal Space be paid to a third (3rd) party Landlord, taking into account any free rent, tenant pursuant improvement expenses or allowances to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified be incurred by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to and any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered other monetary concessions granted by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic TermsLandlord.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified provided that in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends event the terms are altered so as to enter into a lease upon First Refusal Economic Terms which are, in reduce the aggregate, materially Net Effective Rental Rate (as defined below) by more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (955%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord listed in the First Refusal Notice Economic Terms offered to Tenant, Landlord will again be obligated to offer the First Refusal Space to Tenant on such revised First Refusal Economic Terms and Tenant will have three (3) business days to deliver written notice to Landlord of Tenant’s exercise of its right of first refusal. The term “Net Effective Rental Rate” shall mean the rental rate, as adjusted to reflect the value of any free rent, tenant improvement allowance or similar monetary concessions contained in the First Refusal Notice. If after Tenant’s failure to elect exercise the right of first refusal as to lease the a particular First Refusal Space Landlord leases such space, then upon the expiration of the term of such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after lease Tenant’s receipt right of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures refusal shall again apply following Tenant’s receipt to such space, subject, however to the Superior Rights and the prior right of the tenant under such lease to renew the term thereof, regardless of whether such renewal is pursuant to an express provision in such lease or pursuant to a lease amendment or new First Refusal Noticelease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five (5) business days after of delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to all of the entire space First Refusal Space described in the First Refusal Notice at the rent, for the term and on upon the other fundamental economic terms and conditions contained in such First Refusal Notice, including, but not limited to rental concessions and improvement allowances. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first refusal right, then Landlord shall be free to negotiate and enter into a lease for the First Refusal Economic Terms contained thereinSpace to anyone whom it desires on the net-effective economic terms and the fundamental non-economic terms which are no more than five percent (5.0%) more beneficial to such party than those set forth in the First Refusal Notice. Subject In the event Landlord does not lease such First Refusal Space pursuant to the remaining provisions foregoing sentence within a period of this Section 1.4.2, if Tenant does not exercise its right one hundred eighty (180) days commencing upon the expiration of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and after which time, Tenant’s rights to such space under this Section 1.3 shall renew. Notwithstanding the foregoing, Tenant’s ongoing right of first refusal shall be subordinate to all currently-existing rights which are set forth in leases of space with other tenants of the Project (“Superior Right Holders”), including any renewal, extension or expansion rights set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease. After Landlord enters into any lease of First Refusal Space (“Third Party Lease”) to any such third party (“Third Party Tenant”) in accordance with the foregoing, Tenant’s rights under this Section 1.3 shall be subordinate to the rights of the tenant under the Third Party Lease with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement leased and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant encumbered pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all provisions of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to TenantThird Party Lease, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another partyall extensions and renewals thereof, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its all expansion options and all right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsoffer expansions contained therein.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right ------------------------ of first refusal with respect to the space described in the First Refusal Notice, then within five fifteen (515) business days after delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on Notice. If concurrently with Tenant's exercise of the first refusal right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Notice, Landlord and Tenant shall, for a period of twenty (20) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Refusal Notice concurrently with Tenant's exercise of the first refusal right, the Economic Terms shall be as set forth in the First Refusal Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal within the five fifteen (515) business day period (on all period, or, if Tenant exercises its first refusal right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said twenty (20) day period, then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect shall terminate as to the space identified First Refusal Space described in the First Refusal notice shall thereupon automatically terminateNotice; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially are more favorable to a prospective third (3rd) party tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to TenantNotice, then Landlord shall first deliver written notice to Tenant (“"Second Chance Notice”") providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s 's failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s 's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s 's election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially no more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2Article 32 above, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to Initials:______ ______ the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five seven (57) business days after of delivery of the such First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the such First Refusal Offer Notice and on the First Refusal Economic Terms terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the five seven (57) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the such First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, are not “materially more favorable to a prospective tenant favorable” (as defined below) than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object thereof. If Tenant does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice within seven (7) business days of delivery thereof, then Tenant's right of first offer as set forth in this Section 1.3 shall terminate as to all of the space described in such First Refusal Economic TermsOffer Notice. If Landlord fails to enter into a lease with a third party for such First Offer Space within nine (9) months thereafter, or if Landlord wishes to enter into a lease on terms that are materially more favorable to the tenant than those set forth in the First Offer Notice, then Landlord shall again provide Tenant with a First Offer Notice and Tenant shall have the same rights with respect to such First Offer Notice as are provided in this Section 1.3. For the purposes hereof, “terms materially more favorable” shall mean terms that result in a change, on a net present value basis, of seven percent (7%) or more (using an eight percent (8%) discount rate) to the material economic terms set forth in Landlord’s First Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s exercise of its right of first refusal with respect Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice and on upon the Terms set forth in the First Refusal Economic Terms contained thereinNotice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the so respond in writing to Landlord’s First Refusal Economic Terms)Notice by the Election Date, then Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect shall terminate as to the space identified described in the First Refusal notice shall thereupon automatically terminate; providedNotice, howeversubject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, that if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, are materially more favorable to a prospective third (3rd) party tenant than those the Terms set forth in such First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to TenantNotice, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord space described in the First Refusal Notice to Tenanton such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Space Notice upon such materially more favorable First Refusal Economic Terms by written notice to Landlord within five three (53) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for . For purposes of this Section 1.4.2, the Second Chance Notice, First Refusal Economic Terms shall be considered "materially more favorable to a third party favorable" if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) the financial terms or the size of the net effective rental rate for such First Refusal Space as those proposed by Landlord space described in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord change in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered favor by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsmore than five percent (5%).

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within date that is five (5) business days Business Days after delivery Tenant’s receipt of a First Offer Notice (the First Refusal Notice to Tenant (“Election Date”), Tenant shall may, at its option, deliver an irrevocable, unqualified, unconditional notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity electing to lease the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if identified in such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of Offer Notice upon the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance First Offer Notice (“Tenant’s Election Notice; provided”), however, which Tenant’s Election Notice shall affirmatively state that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate Tenant is either (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessionsA) less than ninety-eight percent accepting Landlord’s Market Rate determination (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord set forth in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rdOffer Notice) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of as the First Refusal Space identified by Landlord Offer Rent, or (B) rejecting Landlord’s Market Rate determination (as set forth in such the First Refusal Notice within three Offer Notice) as the First Offer Rent, and if Tenant rejects Landlord’s Market Rate determination (3) months after as set forth in the date Landlord first delivered such First Refusal Notice to TenantOffer Notice), then Landlord the parties shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another partyfollow the procedure set forth in Section 9 below, provided that no existing Superior Right holder wishes to lease such space and the Market Rate shall be determined in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt terms of such new First Refusal NoticeSection 9 below. Notwithstanding anything to the contrary contained herein, Tenant must elect to may exercise its right Right of first refusal, if at all, First Offer only with respect to all of the space comprising First Offer Space identified in such First Offer Notice and only upon the terms set forth in the First Refusal Offer Notice. If Tenant does not deliver Tenant’s Election Notice to Landlord on or before the Election Date, then Tenant shall have no further rights hereunder to lease the First Offer Space offered by identified in a First Offer Notice. Time is of the essence of this provision and Tenant acknowledges and agrees that Landlord will have no obligation to lease to Tenant at any particular timeFirst Offer Space identified in a First Offer Notice if Tenant does not deliver Tenant’s Election Notice to Landlord on or before the Election Date. Any qualified or conditional acceptance by Tenant of a First Offer Notice shall be deemed to be a counter-offer to, and Tenant may a rejection of, such First Offer Notice. If Tenant’s Election Notice is not elect to lease only a portion thereof or object to any written, unqualified, unconditional, irrevocable acceptance of the First Refusal Economic TermsOffer Notice, or is not delivered on or before 5:00 p.m. on the Election Date, then Tenant shall be deemed to have rejected the First Offer Notice. If Tenant rejects or is deemed to have rejected a First Offer Notice for any reason, the Right of First Offer shall automatically terminate and be of no further force or effect with respect to the First Offer Space identified therein and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to any person on any terms and conditions Landlord desires (including terms and conditions more favorable than the terms and conditions set forth in such First Offer Notice); provided, however, in the event that Landlord fails to enter into a lease with a third-party for all or any portion of such First Offer Space within six (6) months following the date on which Tenant rejects (or is deemed to have rejected) a First Offer Notice, then Tenant’s Right of First Offer with respect to such First Offer Space shall automatically renew and Landlord shall again be obligated to provide Tenant with a First Offer Notice for such First Offer Space in the event that such First Offer Space becomes available for lease to third parties and Landlord has received a Third Party Offer for such First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise ------------------------ Tenant’s 's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes On or before the date which is ten (10) business days after Tenant's receipt of Landlord's First Offer Notice (the "ELECTION DATE") (such ten (10) business day period shall be reduced to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the with respect to Landlord's First Refusal Offer Notice to Tenant (“Election Date”for any Special First Offer Space described in Section 1.5.1 above), Tenant shall deliver written notice to Landlord of Tenant’s exercise of its ("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall have the right of first refusal with respect to elect either to: (i) lease the entire space First Offer Space described in the First Refusal Offer Notice and on (or with respect to any space other than the First Refusal Economic Terms contained thereinFloor First Offer Space, such contiguous full floor(s) thereof as described in Section 1.5.1(B) above) at the First Offer Space Rent and upon the other terms therefor set forth in the First Offer Notice (if Tenant desires to lease less then the entire First Offer Space pursuant to this clause (i) or clause (ii) hereinbelow, Tenant shall designate in Tenant's Election Notice which contiguous full floor portion(s) thereof Tenant so desires to lease pursuant to Section 1.5.1(B) above, but if Tenant fails to indicate its desire to lease less than the entire First Offer Space, Tenant shall be deemed to have elected to lease the entire First Offer Space); (ii) lease the entire First Offer Space (or, with respect to any space other than the First Floor First Offer Space, such contiguous full floor(s) thereof as described in Section 1.5.1(B) above) upon the terms set forth in the First Offer Notice, except that Tenant may concurrently object to Landlord's determination of the Fair Market Allowance with respect to any Pre-Third Year Offer Space or the Fair Market Rental Rate for any Post-Third Year Offer Space, as the case may be; provided that not timely objecting to Landlord's determination of the Fair Market Allowance or the Fair Market Rental Rate, as applicable, shall be deemed Tenant's acceptance of same; or (iii) refuse to lease the entire or any such contiguous full floor portions of the First Offer Space identified in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its respond in writing to Landlord's First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease any of such First Offer Space. If Tenant elects or is deemed to have elected not to lease any of such First Offer Space, then Tenant's right of first refusal within the five (5) business day period (on offer set forth in this Section 1.5 shall terminate with respect to all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described Offer Space specified in the First Refusal Offer Notice and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends to enter into Tenant shall have a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall subsequent right of first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity offer to lease the applicable First Refusal Offer Space on identified in such more favorable First Refusal Economic Terms. For purposes hereof, Offer Notice if such First Refusal Economic Terms shall be materially more favorable to Offer Space subsequently becomes available for lease (as reasonably determined by Landlord) during the First Offer Eligibility Period (A) after Landlord has entered into a subsequent lease for such First Offer Space with a third party if or third parties following Tenant's failure to exercise such First Refusal Economic Terms reflect a net effective rental rate first offer right with respect to such space and the expiration or earlier termination of the original Third Party Lease therefor (including any rent abatement renewals, whether or not such renewal is pursuant to an express provision in such lease or otherwise), and (B) following the expiration or earlier termination of such subsequent third party lease and after the applicable third party has vacated such space. If Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect elects to lease the entire First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic TermsOffer Space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased space other than the First Refusal Space before Landlord may lease such space Floor First Offer Space, contiguous full floor(s) thereof identified in the First Offer Notice, but objects to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all Landlord's determination of the space comprising Fair Market Allowance or the Fair Market Rental Rate, as applicable, for the applicable First Refusal Offer Space offered by pursuant to clause (ii) hereinabove, then Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any shall use the procedure set forth in Section 4 of the First Refusal Economic TermsExtension Option Rider to determine such Fair Market Rental Rate and/or Fair Market Allowance, as applicable.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five (5) business days after of delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's exercise of its right of first refusal with respect to all of the entire space First Refusal Space described in the First Refusal Notice at the rent, for the term and on upon the First Refusal Economic Terms contained therein. Subject other fundamental economic terms and conditions pursuant to the remaining provisions of this Section 1.4.2, if below. If Tenant does not exercise its right of first refusal so notify Landlord within the such five (5) business day period (on all of the First Refusal Economic Terms)Tenant's exercise of its first refusal right, then Landlord shall be free to negotiate and enter into a lease for the space described First Refusal Space to anyone whom it desires on the net-effective economic terms and the fundamental non-economic terms which are no more than five percent (5.0%) more beneficial to such party than those set forth in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminateNotice; provided, however, (i) the "net-effective economic" terms shall be determined by calculating the gross rent payable under the terms of the lease, as determined per rentable square foot on an average annual basis, and adjusting such amount by the value (on a rentable square foot basis) of the monetary concessions (spreading such monetary concessions equally throughout the lease term with interest at the "Interest Rate," as that if term is set forth in Article 25 of this Lease), and (ii) to the extent Landlord intends to enter into a lease upon First with a "Direct Competitor," as that term is defined below, then, prior to entering into such lease, Landlord shall so notify Tenant and Tenant shall again have a right of first refusal for the such first Refusal Economic Terms which areSpace pursuant to the provisions of this Section 1.4. For purposes of this Section 1.4, in a "DIRECT COMPETITORS" shall be any entity that (a) is not the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord third-party entity (or any other qualified third-party) initially disclosed in the First Refusal Notice with regard to the bone-fide third-party offer, and (b) is an entity set forth on EXHIBIT C, attached hereto. To the extent that an entity would reasonably be considered to directly compete with Tenant, then Landlord Tenant shall first deliver written notice have the right to Tenant (“Second Chance Notice”add such direct competitor(s) providing Tenant with to the opportunity to lease the First Refusal Space list set forth on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms EXHIBIT C by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance NoticeLandlord; provided, however, to the extent that Tenant's notice to add new direct competitor(s) onto such list occurs following the date upon which Landlord delivers any particular First Refusal Notice, then such additional direct competitor(s) shall not be considered a Direct Competitor for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal SpaceNotice. If Landlord does not enter into execute a lease with a third party for all or leases all any portion of the First Refusal Space within one hundred eighty-five (185) days following the delivery to Tenant of the First Offer Notice, then Tenant shall again have a right of first refusal for the such First Refusal Space pursuant to the provisions of this Section 1.4, which provisions shall again become applicable in their entirety. To the extent Landlord enters into any lease of First Refusal Space with any such third party in accordance with the foregoing ("THIRD PARTY LEASE"), Tenant's rights under this Section 1.4 shall be subordinate to the rights of the tenant under the Third Party Lease with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease, all extensions and renewals thereof (but only to the extent such extensions and/or renewals are reasonably identified by Landlord in such First Refusal Notice Notice), all pure expansion options contained therein which are stated as Landlord delivery obligations within three a certain time frame for a certain amount of space, and all right of first offer expansions contained therein (3) months after but to the date Landlord first delivered extent either expansion options apply to any portion of the First Offer Space, only to the extent the same are reasonably identified in such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms).

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five seven (57) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s exercise of its right of first refusal with respect Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice and on upon the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described set forth in the First Refusal Notice or (ii) refuse to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the lease such space identified in the First Refusal notice Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires upon any terms that are not Substantially More Favorable (as defined below). “Substantially More Favorable” terms shall thereupon automatically terminate; provided, however, mean that if Landlord intends the present value of the Net Effective Rent (as defined below) offered to enter into a lease upon the potential tenant is less than ninety percent (90%) of the present value of the Net Effective Rent set forth in the applicable First Refusal Economic Terms which areNotice (in each case using a discount rate equal to the Interest Rate). The term “Net Effective Rent” shall mean the net rental amount to be paid to Landlord, in the aggregatetaking into account any tenant improvement expenses and allowances to be incurred by Landlord, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed any other monetary concessions granted by Landlord and any other monetary amounts paid by Landlord (such as brokerage commissions) amortized over the life of the lease term proposed in the First Refusal Notice or the terms offered to Tenantthe potential tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with as applicable. In addition, if the opportunity to lease size of the applicable First Refusal Space being offered in the First Refusal Space on such Notice changes by more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five ten percent (9510%) of the net effective rental rate for such First Refusal Space as those proposed by ), Landlord in the must deliver a new First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic TermsFurther, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into execute a binding lease document (on terms that are not Substantially More Favorable) within one hundred fifty (150) days from the date that Tenant rejects (or leases all of is deemed to reject) the applicable First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to TenantNotice, then Landlord shall submit to Tenant must deliver a new First Refusal Notice to Tenant prior to entering into a lease agreement with respect to any such unleased the applicable First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal NoticeSpace. Notwithstanding anything to the contrary contained herein, except with respect to a Tenant Notice, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the described in each First Refusal Space offered by Landlord to Tenant at any particular time, Notice and Tenant may not elect to lease only a portion thereof or object thereof. If Tenant does not so respond in writing to any Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above. Notwithstanding anything herein to the contrary, Tenant may only exercise its right of first refusal with respect to all of the space described in the First Refusal Economic TermsNotice, and not a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal ROFO Right with respect to the space described in the First Refusal ROFO Notice, then within five (5) business days after delivery of the First Refusal ROFO Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of (the “ROFO Exercise Notice”) irrevocably exercising its right of first refusal ROFO with respect to the entire space described in the First Refusal ROFO Notice and on the First Refusal Economic ROFO Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal ROFO Right within the five (5) business day period (on all of the First Refusal Economic ROFO Terms), then for a period of nine (9) months thereafter, Landlord shall be free to lease the space described in the First Refusal ROFO Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal ROFO Right shall thereupon automatically terminate with respect to the space identified in the First Refusal notice shall thereupon automatically terminatesuch space; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic ROFO Terms which are, in the aggregate, materially more favorable to a prospective third (3rd) party tenant than those First Refusal Economic ROFO Terms proposed by Landlord in the First Refusal ROFO Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal ROFO Space on such more favorable First Refusal Economic ROFO Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal ROFO Space upon such more favorable First Refusal Economic ROFO Terms by written notice to Landlord within five three (53) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic ROFO Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided. For purposes hereof, however, that for purposes of the Second Chance Notice, First Refusal Economic ROFO Terms shall be materially more favorable to a third party if such First Refusal Economic ROFO Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight five percent (9895%) of the net effective rental rate (taking into account the economic terms comprising the ROFO Terms) for such First Refusal ROFO Space as those proposed by Landlord in the First Refusal ROFO Notice (or subsequent Second Chance Notice, if applicable) to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusalROFO Right, if at all, with respect to all of the space comprising the First Refusal ROFO Space offered by Landlord to Tenant in a ROFO Notice at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic ROFO Terms; provided, however, if Landlord desires to lease less than such entire ROFO Space offered to Tenant, Tenant shall first have a further right to lease such smaller ROFO Space pursuant to an additional ROFO Notice and upon the terms set forth in this Section 1.4. Within fifteen (15) days of Tenant’s delivery of its notice electing to lease the ROFO Space on the ROFO Terms in accordance with the terms of this Section 1.4, and as a condition to such exercise of Tenant’s ROFO Right, Tenant shall deliver to Landlord a non-refundable deposit as set forth in the applicable ROFO Notice, which shall be credited towards the first (1st) month’s base rent and security deposit for the ROFO Space equal to the last month’s Base Rent for such ROFO Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within date which is five (5) business days ------------------------ after delivery Tenant's receipt of the First Refusal Offer Notice to Tenant (“the "Election Date”"), Tenant shall deliver written notice to Landlord of ("Tenant’s exercise of its right of first refusal with respect 's Election Notice") pursuant to which Tenant shall elect either to (i) lease the entire space First Offer Space described in the First Refusal Offer Notice upon the Economic Terms set forth in the -------------- First Offer Notice and on the First Refusal same non-Economic Terms contained therein. Subject to the remaining provisions of as set forth in this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five Lease; (5ii) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free refuse to lease the space described such First Offer Space identified in the First Refusal Notice Offer Notice, specifying that such refusal is not based upon the Economic Terms set forth by Landlord in the First Offer Notice, but upon Tenant's lack of need of such First Offer Space in which event Landlord my lease such First Offer Space to anyone to whom Landlord desires any person or entity on any terms Landlord desires and Tenant’s 's right of first refusal offer with respect to the space identified First Offer Space specified in Landlord's First Offer Notice shall thereupon terminate and be of no further force or effect; or (iii) refuse to lease the First Offer Space, specifying that such refusal is based upon the Economic Terms set forth in the First Refusal notice Offer Notice, in which event Tenant shall thereupon automatically terminatealso specify in Tenant's Election Notice revised terms upon ----- which Tenant shall be willing to lease such First Offer Space from Landlord; provided, however, that if Landlord intends to enter into a Tenant may not revise the lease upon term for such First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed Offer Space specified by Landlord in the First Refusal Offer Notice. If Tenant does not so respond in writing to Landlord's First Offer Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above. If Tenant timely delivers to Landlord Tenants' Election Notice pursuant to clause (iii) above, Landlord may elect either to: (A) lease such First Offer Space to Tenant upon the revised terms specified by Tenant in Tenant's Election Notice, then ----- and the same non-Economic Terms as set forth in this Lease; or (B) lease the First Offer Space to any person or entity within six (6) months after the Election Date upon any terms Landlord desires; provided, however, if the Economic Terms of Landlord's proposed lease to said third party are more favorable than those terms proposed by Tenant in Tenant's Election Notice, -------------- before entering into such third party lease, Landlord shall first deliver written notice to notify Tenant (“Second Chance Notice”) providing of such more favorable Economic Terms and Tenant with shall have the opportunity right to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal Economic Terms by delivering written notice thereof to Landlord within five two (52) business days after Tenant’s 's receipt of Landlord's notice. If Tenant does not elect to lease such Second Chance Notice space from Landlord within said two (2) day period, Tenant shall be deemed to constitute have elected the option described in clause (ii) above. If Tenant timely delivers to Landlord Tenant’s election not 's Election Notice pursuant to clause (iii) above, and Landlord elects to proceed to lease such the First Offer space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if pursuant to clause (B), but fails to execute a lease with such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all for any portion of the First Refusal Offer Space identified by Landlord in such First Refusal Notice within three six (36) months after the date Landlord first delivered such First Refusal Notice to TenantElection Date, then within thirty (30) days after the expiration of such six (6) month period, Landlord shall submit deliver to Tenant a new First Refusal Offer Notice with respect to any such unleased First Refusal Space before setting forth the Economic --------- Terms upon which Landlord may lease such space to another party, provided that no existing Superior Right holder wishes would be willing to lease such space in accordance with its Superior Rights in which event the First Offer Space to Tenant, and the foregoing procedures of the Schedule "O" shall again apply following Tenant’s receipt of such new apply. If Tenant leases any First Refusal NoticeOffer Space pursuant to this Schedule "O", Landlord and Tenant shall promptly execute an amendment to this Lease covering the First Offer Space and the lease terms thereof. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right rights of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant Xxxxxx wishes to exercise TenantXxxxxx’s right of first refusal with respect to the space described in the First Refusal Notice, then within five seven (57) business days after delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s election to exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms terms contained thereinin such notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the five seven (57) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires the other tenant or any affiliate thereof on any generally the same terms Landlord desires and Tenant’s right of first refusal with respect to the space identified as contained in the First Refusal notice shall thereupon automatically terminate; providedNotice, howeverprovided that, that if Landlord intends prior to enter entering into a lease upon First Refusal Economic Terms which are, in the aggregate, materially of such space on material economic terms that are more than seven and one-half percent (7.5%) more favorable to a prospective the tenant than those First Refusal Economic Terms proposed by Landlord the Base Rent set forth in the First Refusal Notice to TenantNotice, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the another First Refusal Notice to TenantTenant offering such space to Tenant on such reduced terms. Tenant’s failure Tenant shall respond to elect to lease the First Refusal Space upon any such more favorable First Refusal Economic Terms by written notice to Landlord “re-offer” within five (5) business days after Tenant’s receipt delivery of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety“re-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticeoffer” notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising covered by the First Refusal Space offered by Landlord to Tenant at any particular timeNotice, and Tenant may not elect to lease only a portion thereof or object to any thereof. The First Refusal Space shall be leased by Tenant on all of the terms and conditions of this Lease except as set forth in the First Refusal Economic TermsNotice and this Section 1.3.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver written notice to Landlord of Tenant’s exercise of (the “First Offer Exercise Notice”) irrevocably exercising its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on the terms contained in such notice, except that, if Tenant wishes to dispute Landlord’s determination of First Refusal Economic Terms contained thereinOffer Rent (as defined below) set forth in the First Offer Notice, then Tenant’s First Offer Exercise Notice shall so notify Landlord of such dispute (and in such event the First Offer Rent shall be determined in accordance with Section 2.2.3 of the Lease, as if the term “Option Rent” was “First Offer Rent”). Subject to the remaining provisions of this Section 1.4.21.4.7 below, if Tenant Landlord does not exercise its right of first refusal receive the First Offer Exercise Notice within the five such ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate(an “Intervening Lease”); provided, however, that if Landlord intends Tenant’s ongoing right of first offer for such First Offer Space shall thereafter arise only following the expiration or earlier termination of such Intervening Lease (including renewals and extensions pursuant to enter into a lease upon rights in such leases and exercised strictly in accordance with the terms and conditions set forth in such leases). If Tenant timely exercises its right of first offer but fails to timely object to the First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord Offer Rent set forth in the First Refusal Notice to TenantOffer Notice, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenanthave disputed Landlord’s election not to lease such space upon such more favorable determination of First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those Offer Rent set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything any provision to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within five date which is ten (510) business days after delivery Tenant's receipt of Landlord's First Offer Notice (the First Refusal Notice to Tenant (“"Election Date”"), Tenant shall deliver written notice to Landlord of ("Tenant’s exercise of its 's Election Notice") pursuant to which Tenant shall have the right to elect either to: (i) lease the entire Fourth Floor upon the terms set forth in the First Offer Notice; or (ii) refuse to lease the Fourth Floor. If Tenant does not respond in writing to Landlord's First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the Fourth Floor. If Tenant elects or is deemed to have elected not to lease the Fourth Floor, then Tenant's right of first refusal with respect offer set forth in this Paragraph 44 shall terminate, and Landlord shall thereafter have the right to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on lease all or any portion of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice Fourth Floor to anyone to whom Landlord desires on any terms Landlord desires (which lease is referred to herein as a "Third-Party Fourth Floor Lease"). If the Fourth Floor becomes available for lease during the Term or the Option Term following the expiration or earlier termination of any Third-Party Fourth Floor Lease (including renewals whether or not such renewal is pursuant to an express written provision in such lease and Tenant’s regardless of whether any such renewal is consummated pursuant to a new lease or lease amendment), and after the tenant thereunder has vacated such space, then Tenant shall again have a right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity offer to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space Fourth Floor in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt provisions of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthis Paragraph 44.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s exercise of its right of first refusal with respect Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice and on upon the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described set forth in the First Refusal Notice or (ii) refuse to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the lease such space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case event Landlord shall be entitled to may lease such space to any third (3rd) party person or entity on any terms Landlord desires, provided such terms are not materially more favorable to the third (3rd) party tenant than those set forth in the Second Chance NoticeTerms; provided, however, if Landlord proposes to lease such space on any terms that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be are materially more favorable to the tenant than the Terms, then Landlord shall deliver a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the new First Refusal Notice to Tenant. If Landlord Tenant does lease such not so respond in writing to Landlord’s First Refusal Space to a third (3rd) party tenant pursuant to Notice by the terms and conditions of this Section 1.4.2Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above. If no further lease is ultimately entered into relative to such space within six (6) months after Tenant receives the First Refusal Notice, then Tenant’s first refusal right will apply to any subsequent negotiations relative to such space, including reinstatement of Tenant’s right to lease such receive an updated First Refusal SpaceNotice. If Landlord does shall not enter into a lease or leases all any portion of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to TenantSpace, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space except in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsherewith.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (“the "Election Date”"), Tenant shall deliver written notice to Landlord ("Tenant's Election Notice") pursuant to which Tenant shall elect either to (i) lease the entire First Refusal Space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice; (ii) refuse to lease such First Refusal Space identified in the First Refusal Notice, specifying that such refusal is not based upon the Terms set forth by Landlord in the First Refusal Notice, but upon Tenant's lack of need for such First Refusal Space, in which event Landlord may lease such First Refusal Space to any person or entity on any terms Landlord desires and Tenant’s exercise of its 's right of first refusal with respect to the entire space described First Refusal Space specified in Landlord's First Refusal Notice shall thereupon terminate and be of no further force or effect; or (iii) refuse to lease the First Refusal Space, specifying that such refusal is based upon the Terms set forth in the First Refusal Notice, in which event Tenant shall also specify in Tenant's Election Notice and on revised Terms upon which 3 Tenant would be willing to lease such First Refusal Space from Landlord. If Tenant does not so respond in writing to Landlord's First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above. If Tenant timely delivers to Landlord Tenant's Election Notice pursuant to clause (iii) above, Landlord may elect either to: (a) lease such First Refusal Space to Tenant upon the revised Terms specified by Tenant in Tenant's Election Notice; or (b) lease the First Refusal Economic Terms contained therein. Subject Space to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any person or entity upon any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends (1) the Terms of Landlord's proposed lease to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, said third party are materially more favorable to a prospective tenant the third party than those First Refusal Economic Terms proposed by Landlord Tenant in Tenant's Election Notice, or (2) the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease size of the First Refusal Space on to be leased to such third party is less than the size of the First Refusal Space offered to Tenant, before entering into such third party lease, Landlord shall notify Tenant of such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if (or such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement reduced size) and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of shall have the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect right to lease the First Refusal Space upon such more favorable First Refusal Economic Terms (or as to such reduced size) by delivering written notice thereof to Landlord within five (5) business days after Tenant’s 's receipt of Landlord's notice. If Tenant does not elect to lease such Second Chance Notice space from Landlord within said five (5) business day period, Tenant shall be deemed to constitute have elected the option described in clause (ii) above and Tenant’s election not 's right of first refusal with respect to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord specified in such Landlord's First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that thereupon terminate and be of no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof further force or object to any of the First Refusal Economic Termseffect.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within date which is five (5) business days after delivery Tenant's receipt of Landlord's First Offer Notice (the First Refusal Notice to Tenant (“"Election Date”"), Tenant shall deliver written notice to Landlord of ("Tenant’s exercise of its 's Election Notice") pursuant to which Tenant shall have the one-time right of first refusal with respect to elect either to: (i) lease the entire space First Offer Space described in the First Refusal Offer Notice and on upon the terms set forth in the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five Offer Notice; or (5ii) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free refuse to lease the space entire First Offer Space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Offer Space offered described in any First Offer Notice delivered by Landlord to Tenant at any particular timehereunder, and Tenant may not elect to lease only a portion thereof thereof. If Tenant does not respond in writing to Landlord's First Offer Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) of this Section 1.5.2. If Tenant elects or object is deemed to have elected the option described in clause (ii) of this Section 1.5.2, then the provisions of Section 1.5.2.1 below shall apply and Tenant's right of first offer set forth in this Section 1.5 shall terminate with respect to the entire First Offer Space described in Landlord's First Offer Notice, and Landlord shall thereafter have the right to lease all or any portion of the First Refusal Economic TermsOffer Space described in Landlord's First Offer Notice on any terms Landlord desires to any third party. If Tenant leases any First Offer Space pursuant to this Section 1.5, (A) Landlord and Tenant shall, with fifteen (15) business days thereafter, execute an amendment to this Lease (the "First Offer Amendment") memorializing Tenant's lease of the First Offer Space upon the terms and conditions set forth in this Section 1.5, and (B) thereafter Tenant shall have no further right to lease any other space in the Building pursuant to this Section 1.5 (including Section 1.5.2.1 below).

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right 's Right of first refusal with respect to the space described in the First Refusal NoticeRefusal, then within five fifteen (515) business days after delivery of the First Refusal Notice to Tenant (“Election Date”the "ELECTION DATE"), Tenant shall deliver written notice to Landlord of Tenant’s exercise of its right of first refusal with respect ("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall elect either to (i) lease the entire space described Building 3 Space upon the Economic Terms as set forth in the First Refusal Notice and on the First Refusal same non-Economic Terms contained therein. Subject to the remaining provisions of as set forth in this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five Lease; (5ii) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free refuse to lease the space described Building 3 Space, specifying that such refusal is not based upon the Economic Terms set forth by Landlord in the First Refusal Notice Notice, but upon Tenant's lack of need for the Building 3 Space in which event Landlord may lease the Building 3 Space to anyone to whom Landlord desires any entity on any terms Landlord desires and Tenant’s right 's Right of first refusal First Refusal with respect to the space identified Building 3 Space specified in Landlord's First Refusal Notice shall thereupon terminate and be of no further force or effect until such time as the next tenant's lease of the Building 3 Space expires or terminates (including any renewal or extension of such lease, whether or not such renewal or extension is pursuant to an express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease); or (iii) refuse to lease the Building 3 Space, specifying that such refusal is based upon the Economic Terms set forth in the First Refusal notice Notice, in which event Tenant shall thereupon automatically terminatealso specify in Tenant's Election Notice revised Economic Terms (which may include, without limitation, a lease term which is co-terminus with Tenant's lease of the Premises if such is not the case in the Economic Terms proposed by Landlord) upon which Tenant would be willing to lease such Building 3 Space from Landlord. If Tenant does not so respond in writing to Landlord's First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above. If Tenant timely delivers to Landlord Tenant's Election Notice pursuant to clause (iii) above, and if Tenant's Election Notice is received by Landlord prior to the Election Date, then Landlord and Tenant shall negotiate, in good faith, for a period of ten (10) business days after Landlord's receipt of Tenant's Election Notice (the "EXPANSION NEGOTIATING PERIOD") to agree upon such Economic Terms. If Tenant delivers Tenant's Election Notice pursuant to clause (iii) above, but Landlord and Tenant do not agree upon such Economic Terms on or before the expiration of the Expansion Negotiating Period, Landlord may elect either to (a) lease the Building 3 Space to Tenant upon the revised Economic Terms specified by Tenant in Tenant's Election Notice, and the same non-Economic Terms as set forth in this Lease; or (b) within one hundred eighty (180) days after the Election Date, lease the Building 3 Space to any person or entity upon any terms Landlord desires; provided, however, that if Landlord intends to enter into a lease upon First Refusal the Economic Terms which are, in the aggregate, materially of Landlord's proposed lease to said third party are more favorable to a prospective tenant the third party than those First Refusal Economic Terms proposed by Landlord Tenant in the First Refusal Notice to Tenant's Election Notice, then before entering into such third party lease, Landlord shall first deliver written notice to notify Tenant (“Second Chance Notice”) providing of such more favorable Economic Terms and Tenant with shall have the opportunity right to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Building 3 Space upon such more favorable First Refusal Economic Terms by delivering written notice thereof to Landlord within five ten (510) business days after Tenant’s 's receipt of Landlord's notice. If Tenant does not elect to lease such Second Chance Notice space from Landlord within said ten (10) business day period, Tenant shall be deemed to constitute have elected the option described in clause (ii) above and Tenant’s election not to lease such space upon such more favorable 's Right of First Refusal shall thereupon terminate and be of no further force or effect until such time as the next tenant's lease of the Building 3 Space expires or terminates (including any renewal or extension of such lease, whether or not such renewal or extension is pursuant to an express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease). In determining whether the Economic Terms, in which case Landlord shall be entitled Terms of Landlord's proposed lease to lease such space to any a third (3rd) party on terms not materially are more favorable to the third (3rd) party than those set forth Economic Terms proposed by Tenant in the Second Chance Notice; provided, however, that for purposes of the Second Chance Tenant's Election Notice, First Refusal Economic Terms the rent and all concessions shall be materially more favorable blended on a straight-line basis to a third party if such First Refusal Economic Terms reflect a net an effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) throughout the term of the net proposed lease with the third party, and compared with the effective rental rate blending on a straight line basis the rent and all concessions for such First Refusal Space as those the term proposed by Landlord Tenant in the First Refusal Notice to Tenant's Election Notice. If Tenant timely delivers to Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.'s

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (“Election Date”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms date which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within is five (5) business days after Tenant’s 's receipt of the First Offer Notice (the "ELECTION DATE"), Tenant shall deliver written notice to Landlord ("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall elect either to (A) lease the entire First Offer Space described in the First Offer Notice upon the Economic Terms set forth in the First Offer Notice and the same non-Economic Terms as set forth in the Lease (as then amended), (B) refuse to lease such Second Chance First Offer Space identified in the First Offer Notice, specifying that such refusal is not based upon the Economic Terms set forth by Landlord in the First Offer Notice, but upon Tenant's lack of need for such First Offer Space, in which event Landlord may lease such First Offer Space to any entity on any terms Landlord desires (the "SUBSEQUENT LEASE") and Tenant's right of first offer with respect to the First Offer Space specified in Landlord's First Offer Notice shall thereupon terminate and be of no further force or effect until such space once again becomes available after expiration of the Subsequent Lease including any renewal or extension of such Subsequent Lease, whether or not such renewal or extension is pursuant to an express written provision in such Subsequent Lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, or (C) refuse to lease the First Offer Space, specifying that such refusal is based upon the Economic Terms set forth in the First Offer Notice, in which event Tenant shall also specify in Tenant's Election Notice revised Economic Terms upon which Tenant would be willing to lease such First Offer Space from Landlord Landlord. If Tenant does not so respond in writing to Landlord's First Offer Notice by the Election Date, Tenant shall be deemed to constitute have elected the option described in clause (ii)(B) above. If Tenant timely delivers to Landlord Tenant’s election not 's Election Notice pursuant to clause (ii)(C) above, Landlord may elect either to: (a) lease such space First Offer Space to Tenant upon such more favorable First Refusal the revised Economic TermsTerms specified by Tenant in Tenant's Election Notice, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to and the third (3rd) party than those same non-Economic Terms as set forth in the Second Chance NoticeLease (as then amended); or (b) lease the First Offer Space to any person or entity upon any terms Landlord desires; provided, however, that for purposes if the Economic Terms of Landlord's proposed lease to said third party are not less favorable to the Second Chance third party than those Economic Terms proposed by Tenant in Tenant's Election Notice, First Refusal before entering into such third party lease, Landlord shall notify Tenant of such no less favorable Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further the right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Offer Space identified upon such no less favorable Economic Terms by delivering written notice thereof to Landlord in such First Refusal Notice within three (3) months business days after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to 's receipt of Landlord's notice. If Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes does not elect to lease such space from Landlord within said three (3) business-day period, Tenant shall be deemed to have elected the option described in accordance with its Superior Rights in which event clause (ii)(B) above. In determining whether the foregoing procedures shall again apply following Tenant’s receipt Economic Terms of such new First Refusal Notice. Notwithstanding anything Landlord's proposed lease to a third party are no less favorable to the contrary contained hereinthird party than those Economic Terms proposed by Tenant in Tenant's Election Notice, Tenant must elect to exercise its right of first refusal, if at all, with respect to all concessions shall be blended into an effective rental rate over the term of the space comprising proposed lease to said third party and such effective rental rate shall be compared with the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any effective rental rate of the First Refusal Economic TermsTerms proposed by Tenant in Tenant's Election Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within date that is five (5) business days after delivery Avalara’s receipt of a First Offer Notice (the First Refusal Notice to Tenant (“Election Date”), Tenant shall Avalara may, at its option, deliver an irrevocable, unqualified, unconditional notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity Owner electing to lease the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if identified in such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of Offer Notice upon the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance First Offer Notice (“Avalara’s Election Notice; provided”), however, and Avalara’s Election Notice shall affirmatively state that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate Avalara is either (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessionsA) less than ninety-eight percent accepting Owner’s Market Rate determination (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord set forth in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rdOffer Notice) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of as the First Refusal Space identified by Landlord Offer Rent, or (B) rejecting Owner’s Market Rate determination (as set forth in such the First Refusal Notice within three Offer Notice) as the First Offer Rent, and if Avalara rejects Owner’s Market Rate determination (3) months after as set forth in the date Landlord first delivered such First Refusal Notice to TenantOffer Notice), then Landlord the parties shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another partyfollow the procedure set forth in Section 1.10 below, provided that no existing Superior Right holder wishes to lease such space and the Market Rate shall be determined in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt terms of such new First Refusal NoticeSection 1.10 below. Notwithstanding anything to the contrary contained herein, Tenant must elect to Avalara may exercise its right Right of first refusal, if at all, First Offer only with respect to all of the space comprising First Offer Space identified in the First Refusal Offer Notice and only upon the terms set forth in the First Offer Notice. If Avalara does not deliver Avalara’s Election Notice to Owner on or before the Election Date, then Avalara shall have no further rights hereunder to lease the First Offer Space offered identified in the First Offer Notice. Time is of the essence of this provision and Avalara acknowledges and agrees that Owner will have no obligation to lease to Avalara any First Offer Space identified in a First Offer Notice if Avalara does not deliver Avalara’s Election Notice to Owner on or before the Election Date. Any qualified or conditional acceptance by Landlord Avalara of a First Offer Notice shall be deemed to Tenant at any particular timebe a counter-offer to, and Tenant may a rejection of, such First Offer Notice. If Avalara’s Election Notice is not elect to lease only a portion thereof or object to any written, unqualified, unconditional, irrevocable acceptance of the First Refusal Economic TermsOffer Notice, or is not delivered on or before 5:00 p.m. on the Election Date, then Avalara shall be deemed to have rejected the First Offer Notice. If Avalara rejects or is deemed to have rejected a First Offer Notice for any reason, the Right of First Offer shall automatically terminate and be of no further force or effect with respect to the First Offer Space identified therein and Owner shall thereafter have the right to lease all or any portion of such First Offer Space to any person on any terms and conditions Owner desires (including terms and conditions more favorable than the terms and conditions set forth in such First Offer Notice); provided, however, in the event that Owner fails to enter into a lease with a third-party for all or any portion of such First Offer Space within six (6) months following the date on which Avalara rejects (or is deemed to have rejected) a First Offer Notice, then Avalara’s Right of First Offer with respect to such First Offer Space shall automatically renew and Owner shall again be obligated to provide Avalara with a First Offer Notice in the event that such First Offer Space becomes available for lease to third parties and Owner has received a Third Party Offer for such First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right 's Right of first refusal First Offer with respect to the space described in the First Refusal Offer Notice, then within five fifteen (515) business days after of delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant’s 's election to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on the First Refusal Economic Terms terms contained therein. Subject to the remaining provisions of this Section 1.4.2in such notice; provided, if however, Tenant does not may irrevocably exercise its right of first refusal offer with respect to the entire space described in such First Offer Notice, but object to Landlord's determination of First Offer Rent, as set forth in the First Offer Notice, in which event the parties shall follow the procedure, and the First Offer Rent for such First Offer Space shall be determined, as set forth in Section 2.2.4 of this Lease. If Tenant does not deliver Tenant's First Offer Exercise Notice within the five fifteen (515) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticedesires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right Right of first refusalFirst Offer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof thereof. If Tenant does not exercise its Right of First Offer with respect to the First Offer Space or object if Tenant fails to any respond to a First Offer Notice within fifteen (15) business days of delivery thereof, then Tenant's right of first offer as set forth in this Section 1.3 shall terminate as to all of the space described in such First Refusal Economic TermsOffer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s election to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on the terms contained in such notice and for a period of ten (10) business days thereafter Tenant and Landlord shall negotiate the particular terms of Tenant’s lease of the First Refusal Economic Terms contained thereinOffer Space with each party acting in good faith and with due diligence. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the five ten (510) business day period for initial notice or if Landlord and Tenant fail to reach acceptable terms within the ten (on all of the First Refusal Economic Terms)10) business day negotiation period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires for a period of sixty (60) days and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity fails to lease the space within such period or if the size of First Refusal Offer Space on such shall change by more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five twenty percent (9520%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed required to constitute Tenant’s election not provide notice again in accordance with this Section 1.3 prior to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in leasing the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object unless Landlord agrees, in Landlord’s sole discretion, to any of the First Refusal Economic TermsTenant’s request to lease a different square footage.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five ten (510) business days after of delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to all of the entire space First Refusal Space described in the First Refusal Notice upon the terms and on the conditions contained in such First Refusal Economic Terms Notice and otherwise contained thereinin this Lease. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not so notify Landlord within such ten (10) day period of Tenant’s exercise of its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms)right, then Landlord shall be free to negotiate and enter into a lease for the space described First Refusal Space to anyone whom it desires on materially the same net-effective economic terms and the same fundamental non-economic terms set forth in the First Refusal Notice. In the event Landlord wishes to proceed with a lease to a third-party where the net-effective economic terms are not materially the same as those set forth in the First Refusal Notice to anyone to whom Landlord desires on any or the fundamental non-economic terms Landlord desires and are different from those set forth in the First Refusal Notice, Tenant’s rights to such First Refusal Space under this Section 1.4 shall renew, in which case the provisions of this Section 1.4 shall again be effective and Landlord shall again offer such First Refusal Space to the Tenant pursuant to the terms hereof (and Tenant shall again have ten (10) days within which to respond). In the event Landlord does not lease such First Refusal Space pursuant to the foregoing sentence within a period of one hundred eighty (180) days commencing upon the expiration of the ten (10) day period, after which time, Tenant’s rights to such space under this Section 1.4 shall renew. Notwithstanding any provision contained in this Section 1.4, Tenant’s ongoing right of first refusal shall be subordinate to (x) Landlord’s right to occupy and use the First Refusal Space itself (or via any of its affiliates) (in its sole and absolute discretion), and (y) the rights of that certain current third-party tenant (the “Current Third-Party Tenant”) (and all affiliates thereof) with whom Landlord is presently negotiating a lease with respect to that certain space consisting of approximately 5,542 rentable square feet of space on the space identified in fifth (5th) floor of the First Refusal notice shall thereupon automatically terminateBuilding commonly known as Suite 525 (“Suite 525”); provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) as of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt date of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Termsthis Lease, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable there are no additional superior right holders with respect to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does enters into (i) any lease of First Refusal Space (“Third Party Lease”) to any third party (“Third Party Tenant”) in accordance with the foregoing (i.e., after Tenant has been deemed not to have elected to exercise its rights pursuant to the terms hereof), or (ii) a lease of Suite 525 with the Current Third-Party Tenant (“Current TPT Lease”), Tenant’s rights under this Section 1.4 shall be subordinate only to the rights of the Third Party Tenant under the Third Party Lease or the rights of the Current Third-Party Tenant under the Current TPT Lease (as the case may be) with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease or the Current TPT Lease (as the case may be) and all extensions and renewals of the Third Party Lease, but not any extension or renewal of the Current TPT Lease. Notwithstanding the foregoing, (a) Landlord shall not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice any Third Party Lease with respect to the Must-Take Space for a term that extends beyond September 1, 2013 or which includes any such unleased First Refusal Space before Landlord may lease such space terms and conditions which would cause the Must-Take Commencement Date to another partyextend beyond December 1, provided that no existing Superior Right holder wishes 2013 or otherwise impair Tenant’s right, and Landlord’s obligation, to lease such space the Must-Take Space in accordance with its Superior Rights in which event Section 1.3 of this Lease; and (b) the foregoing procedures term of the Current TPT Lease shall again apply following not extend beyond January 31, 2016, nor shall the Current Third-Party Tenant have any right to renew or extend the Current TPT Lease that is superior to Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, rights hereunder with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular timeSuite 525. XXXXXX CENTRE DEL MAR [Santarus, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.Inc.]

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right 's Right of first refusal First Offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant’s 's election to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on the First Refusal Economic Terms terms contained thereinin such notice. Subject to If, within the remaining provisions of this Section 1.4.2ten (10) business day period, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the deliver Tenant's First Refusal Economic Terms)Offer Exercise Notice, then Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that during the 180-day period following the initial delivery of the First Offer Notice to 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -6- CXXXXXX HIGHLINE 1173, 1167 & 1000 Xxxxxxx Xxxxxx Roku, Inc. Tenant, if Landlord intends to enter into a lease upon First Refusal the Economic Terms which are, in the aggregate, materially that Landlord is prepared to accept under a Third Party Lease are greater than ten percent (10%) more favorable to a prospective the tenant than those First Refusal the Economic Terms proposed offered by Landlord to Tenant (as determined using a "Net Equivalent Lease Rate", as defined in the First Refusal Notice to TenantExhibit F attached hereto), then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on make an offer of such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if (as such First Refusal Economic Terms reflect are determined using a net effective rental rate (including any rent abatement Net Equivalent Lease Rate and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of adjusted to account for the net effective rental rate for such First Refusal Space as those proposed by Landlord difference, if any, in the First Refusal Notice lease term offered to Tenant. Tenant’s failure Tenant and the lease term offered to elect such third party) (the "New Offer Terms") to lease the First Refusal Space upon such more favorable First Refusal Economic Terms Tenant by written notice to Landlord within (the "Additional Notice") setting forth the New Offer Terms, and Tenant shall have five (5) business days after from Tenant’s 's receipt of such Second Chance the Additional Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to accept the third (3rd) party than those New Offer Terms set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms Additional Notice (which procedure shall be materially more favorable repeated until Landlord enters into a lease or lease amendment with respect to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Offer Space as those proposed by which does not require Landlord in the First Refusal to deliver another Additional Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant Tenant pursuant to the terms and conditions of this Section 1.4.2paragraph or Tenant exercises such Right of First Offer, Tenant shall have no further right to lease such First Refusal Spaceas applicable). If Landlord does not enter into a lease or leases all of the First Refusal Offer Space identified by Landlord in such First Refusal Notice within three the foregoing one hundred eighty (3180) months after the date Landlord first delivered such First Refusal Notice to Tenantday period, then Landlord shall submit also provide Tenant with an Additional Notice prior to Tenant entering into a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic TermsThird Party Lease.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within five date which is seven (57) business days after delivery Tenant's receipt of the a Landlord's First Refusal Notice to Tenant (“the "Election Date”"), Tenant shall deliver a written notice to Landlord of ("Tenant’s 's Election Notice") pursuant to which Tenant shall elect either to: (i) exercise of its right of first refusal such First Refusal Right and lease the entire First Refusal Space upon the Economic Terms set forth in such applicable Landlord's First Refusal Notice and the same non-Economic Terms set forth therein and as otherwise set forth in the Lease, as hereby amended, or in this Section 1.4; or (ii) reject such First Refusal Right and refuse to lease the entire First Refusal Space, in which event Tenant's First Refusal Right with respect to the entire space First Refusal Space shall thereupon automatically terminate and be of no further force or effect, and Landlord may thereafter lease all or any portion of the such First Refusal Space to any party on any terms Landlord desires. If Tenant does not so respond in writing to Landlord's First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) hereinabove. If Tenant timely delivers to Landlord Tenant's Election Notice as described in clause (i) hereinabove, then (A) Tenant shall lease the First Refusal Space upon the Economic Terms contained in such applicable Landlord's First Refusal Notice and the non-Economic Terms set forth in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions otherwise in accordance with this Lease, and (B) concurrently with Tenant's delivery of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Tenant's Election Notice to anyone Landlord, Tenant shall deliver (i) cash or a cashier's check to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to amount of the Base Rent due and payable by Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease for the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate for the first (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions1st) less than ninety-five percent (95%) month of the net effective rental rate initial lease term therefor (which amount Landlord shall apply to the Base Rent due and payable by Tenant for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five for the first (51st) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes month of the Second Chance Noticeinitial lease term therefor), First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate and (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessionsii) less than ninety-eight percent (98%) Letter of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease Credit or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusalsecurity deposit, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsany.

Procedure for Acceptance. If Tenant Lessee wishes to exercise Tenant’s Lessee's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five two (52) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Lessee, Tenant Lessee shall deliver notice to Landlord Lessor of Tenant’s Lessee's exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on the terms set forth in the First Refusal Economic Terms contained thereinOffer Notice. Subject to the remaining provisions of this Section 1.4.2, if Tenant If Lessee does not exercise its right of first refusal offer within the five two (52) business day period (on all of the First Refusal Economic Terms)period, then Landlord Lessor shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires Lessor desires, on any terms Landlord desires which are not substantially more favorable to said prospective tenant than the Economic Terms set forth in the First Offer Notice and Tenant’s if Lessor enters into such a lease with said prospective tenant, Lessee's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice Offer Notice, except as provided in (iv) below. The term "substantially more favorable" shall thereupon automatically terminate; provided, however, mean that if Landlord intends the net effective rent offered to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than is ninety-five percent (95%) or less of the net effective rental rate for such First Refusal Space as those proposed by Landlord rent set forth in the First Refusal Notice Offer Notice. The term "net effective rent" shall mean the net rental amount to Tenantbe paid to Lessor, taking into account any tenant improvement expenses or allowances to be incurred by Lessor and any other monetary concessions granted by Lessor. Tenant’s failure If Lessor desires to elect enter into a lease with a prospective tenant and the Economic Terms being offered to such tenant are ninety-five percent (95%) or less of the net effective rent which were offered to Lessee, Lessor shall provide Lessee with written notice of the new Economic Terms upon which Lessor proposes to lease the First Refusal Offer Space upon such more favorable to the prospective tenant ("Revised First Refusal Economic Terms by written Offer Notice") and Lessee shall deliver notice to Landlord Lessor of Lessee's exercise of its right of first offer with respect to the entire space described in and on the terms set forth in the Revised First Offer Notice within five two (52) business days after Tenant’s receipt delivery of the Revised First Offer Notice to Lessee. If Lessee does not timely exercise its right of first offer within such Second Chance Notice from Landlord two (2) business day period, then Lessor shall be deemed to constitute Tenant’s election not free to lease such the space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth described in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, Revised First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Offer Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticeanyone whom Lessor desires. Notwithstanding anything to the contrary contained herein, Tenant Lessee must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord Lessor to Tenant Lessee at any particular time, and Tenant Lessee may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s its right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five ten (510) business days after of delivery of the such First Refusal Offer Notice to Tenant (“Election DateOffer Exercise Period”), Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the such First Refusal Notice and on the First Refusal Economic Terms contained thereinOffer Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise timely exercises its right of first refusal offer as set forth herein, Landlord and Tenant shall, within the five (5) business day period (on all days after Landlord's receipt of Tenant's notice, meet and discuss the lease of the space described in such First Refusal Economic TermsOffer Notice from Landlord to Tenant (the "First Offer Meeting"). If Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space within five (5) business days after the First Offer Meeting (the "First Offer Negotiation Period"), then Landlord Tenant shall be free have the right to irrevocably exercise its option to lease the space described in the First Refusal Offer Notice but have the material economic terms of the lease of such space determined pursuant to the terms of Section 2.2.3 of this Lease, below, by delivering written notice of such exercise (the "Irrevocable Exercise Notice") to Landlord prior to 4 HCP, INC.[4939 Director's Place][Sorrento Therapeutics, Inc.] the expiration of the First Offer Negotiation Period. If Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space prior to the expiration of the First Offer Negotiation Period and Tenant fails to timely deliver an Irrevocable Exercise Notice, then Tenant will not be required to lease the First Offer Space and Landlord, in its sole and absolute discretion, shall have the right to terminate negotiations with Tenant and to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms which Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticedesires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object thereof. If Tenant does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice prior to the expiration of the Offer Exercise Period, then Tenant's right of first offer as set forth in this Section 1.3 shall terminate as to the space set forth in the First Refusal Economic TermsOffer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five fifteen (515) 41 Initials: ____ ____ business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) business days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five fifteen (515) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms within said fifteen (15) business day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver an unconditional irrevocable notice (“Exercise Notice”) to Landlord of Tenant’s exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice (if the First Offer Notice is given pursuant to clause (x) of Section 10(a) above) or with respect to any or all entire suite(s) described in the First Offer Notice (if the First Offer Notice is given in response to a Tenant Request under clause (y) of Section 10(a) above), and the Economic Terms shall be as set forth in the First Offer Notice, unless Tenant objects to Landlord’s Economic Terms and proposes revised Economic Terms (“Tenant Proposal”) in Tenant’s Exercise Notice. If Tenant timely delivers the Exercise Notice but so objects to Landlord’s Economic Terms, Landlord may elect within ten (10) business days following receipt of such Exercise Notice from Tenant, either to: (i) lease such First Offer Space to Tenant upon the revised Economic Terms specified in the Tenant Proposal; or (ii) have the Economic Terms, including the Market Rent, determined in accordance with Section 31(d) of the Original Lease. Landlord’s failure to timely choose either clause (i) or clause (ii) above will be deemed to be Landlord’s choice of clause (ii) above. If Landlord chooses, or is deemed to have chosen, clause (ii) above, the Market Rent determined in accordance with Section 31(d) of the Original Lease shall establish Economic Terms with respect to the First Offer Space; provided, however, that during the pendency of any such determination, the parties shall proceed with and utilize the Economic Terms specified in Landlord’s First Offer Notice and on the First Refusal if Economic Terms contained thereinreflected in the Tenant Proposal are ultimately determined to apply, the parties shall promptly make a retroactive adjustment. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not not, in response to a First Offer Notice given under clause (x) of Section 10(a) above, unconditionally exercise its right of first refusal offer within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenantdesires. If Landlord does lease such First Refusal Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.210(b) above, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease Offer Space until the expiration or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt earlier termination of such new First Refusal Noticethird (3rd) party lease including any renewal or extension of such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five (5) business days after of delivery of the such First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver written notice to Landlord of Tenant’s exercise of irrevocably exercising its right of first refusal offer with respect to the entire space described in the such First Refusal Offer Notice and on the First Refusal Economic Terms terms contained thereinin such notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the five (5) -business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the such First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and on "Economic Terms," as that term is defined below, no more favorable to such party than the most favorable Economic Terms offered to Tenant by Landlord for such space, provided that the Economic Terms offered by Landlord to such party may be as much as 10% more favorable to such party than the most favorable Economic Terms offered by Landlord to Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; providedprovided further, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of pertaining to the entire First Refusal Offer Space identified by Landlord in such First Refusal Notice notice within three twelve (312) months after the date Landlord first delivered such First Refusal Offer Notice to Tenant, then Landlord Tenant's rights under this Section 1.4 to receive a First Offer Notice shall submit to Tenant a new First Refusal Notice again apply with respect to any the unleased portion of such unleased First Refusal Offer Space before that is available. If Landlord may wishes to offer the First Offer Space on Economic Terms which are more than 10% more favorable to such party than the most favorable Economic Terms offered by Landlord to Tenant, Landlord must first make such an offer to Tenant by written notice (the "Additional Notice") setting forth the new Economic Terms, and Tenant shall have three (3) business days from the Tenant's receipt the Additional Notice to accept the terms set forth in the Additional Notice. If Tenant does not timely accept the terms of the Additional Notice, Landlord shall be free to lease such space First Offer Space to anyone whom it desires at the Economic Terms set forth in the Additional Notice; provided, however, if Landlord does not enter into a lease or leases pertaining to the entire First Offer Space identified by Landlord in such Additional Notice within twelve (12) months after the date Landlord first delivered such Additional Notice to Tenant, then Tenant's rights under this Section 1.4 to receive a First Offer Notice shall again apply with respect to the unleased portion of such First Offer Space that is available. The term "Economic Terms," as used in this Section 1.4, shall refer to the net, aggregated, cost to Tenant or another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in of the effect of the following terms for the First Offer Space: (i) the rental rate, (ii) the amount of the tenant improvement allowance or value of tenant work (which event amount is a deduction from Tenant's or the foregoing procedures shall again apply following other party's cost), and (iii) the amount of free rent (which amount is a deduction from Tenant’s receipt of such new First Refusal Notice's or the other party's cost). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Economic Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice; provided, however, within one (1) month after said fifteen (15) day period, Landlord may not lease the First Offer Space to an entity on "substantially more favorable terms" (defined below) (the "Favorable Terms") than those that were offered to Tenant, unless Landlord first offers the same Favorable Terms to Tenant with respect to the First Offer Space, at which time Tenant shall have three (3) business days to accept such Favorable Terms (if Tenant does not timely notify Landlord of its acceptance of the Favorable Terms, then Tenant shall be deemed to have rejected the same). If Tenant rejects the Favorable Terms (or is deemed to have rejected the same), then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on the Favorable Terms (or on any terms Landlord desires less favorable terms) during such 1-month period (and thereafter, on any terms), and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially Offer Notice. The term "substantially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those favorable" set forth in the Second Chance Notice; provided, however, preceding sentence shall mean that for purposes the net effective rent offered to the prospective tenant is ninety percent (90%) or less of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a "net effective rent" (defined below) set forth in the First Offer Notice. The term "net effective rent" shall mean the net rental rate (including amount to be paid to Landlord, taking into account any rent abatement and Tenant Improvement costs/allowance tenant improvement expenses or allowances to be incurred by Landlord and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed monetary concessions granted by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal NoticeLandlord. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five ten (510) business days after of delivery of the such First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of first refusal offer with respect to the entire space described in the such First Refusal Offer Notice and on the terms contained therein (other than Landlord’s proposed First Refusal Economic Terms contained thereinOffer Rent, the parties acknowledging that the actual First Offer Rent shall be determined in accordance with Section 8.1.3 and Section 10, below). Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the such First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticedesires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object thereof. If Tenant does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice within ten (10) business days of delivery thereof, then Tenant’s right of first offer as set forth in this Section 8 shall terminate as to all of the space described in such First Refusal Economic TermsOffer Notice. If Tenant elects not to or does not timely exercise Tenant’s right of first offer prior to the expiration of Tenant’s response period described above, and Landlord does not enter into a lease with respect to such space within one (1) year after the expiration of such Tenant’s response period, Tenant’s right of first offer with respect to the First Offer Space shall renew, subject to the terms and conditions of Section 8, above.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) business days after Tenant’s exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five ten (510) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) business day period, then XXXXXX XXXXXX XXXXX [Foundation Health Systems] Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal offer shall terminate as to the First Offer Space described in the First Office Notice; provided that, If Landlord desires to lease the same First Offer Space to any third party but increase or decrease the size of such First Offer Space by more than twenty percent (20%), Landlord shall be required to give Tenant another First Offer Notice with respect to such increased or decreased First Offer Space and Tenant’s rights in connection therewith shall renew under this Section 1.6, except that the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant ten (“Second Chance Notice”10) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms and fifteen (15) business day periods set forth above shall be materially more favorable reduced to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) and ten (10) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Termsdays, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticerespectively. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five ten (510) business days after of delivery of the such First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the such First Refusal Offer Notice and on the First Refusal Economic Terms TCCs contained therein. Subject to the remaining provisions of this Section 1.4.2; provided, if however, Tenant does not may exercise its right of first refusal offer as set forth herein but object to the First Offer Rent set forth in the First Offer Notice, in which case the First Offer Rent shall be determined pursuant to Section 2.2.4, below as if (i) the term "Option Term" was "First Offer Term" (as defined below), (ii) the term "Option Rent" was "First Offer Rent" (as defined below), (iii) the term "Landlord's Response Notice" was "First Offer Notice", and (iv) the terms "Premises" or "Phase of the Premise" was "First Offer Space." If Tenant does not so notify Landlord within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the such First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provideddesires, however, that except (A) if Landlord intends fails to enter into a lease upon of the applicable First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord Offer Space (or portion thereof) set forth in the First Refusal Offer Notice within twelve (12) months after delivery of the applicable First Offer Notice to TenantTenant or (B) if Landlord proposes to lease less or more than the First Offer Space set forth in the applicable First Offer Notice (for example, if Landlord proposes to lease five (5) floors of the First Offer Space in the First Offer Notice, but Landlord later desires to lease only two (2) floors of the First Offer Space), then Landlord shall first deliver written notice send a new First Offer Notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease for the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement or applicable portion thereof) and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice same rights with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice as with respect to the initial First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after following delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice (the “First Offer Exercise Notice”) to Landlord of Tenant’s election to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on the First Refusal Economic Terms terms contained thereinin such notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal notify Landlord within the five (5) business day period (on all of the First Refusal Economic Terms)set forth above, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity offers to lease the applicable First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable (or any portion thereof) to a third party if such First Refusal upon Economic Terms reflect which, calculated on a net effective rental rate “Net Equivalent Lease Rate” basis pursuant to the process set forth in Exhibit G, attached hereto, are (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessionsin the aggregate) equal to or less than ninety-five percent (95%) of the net effective rental rate Net Equivalent Lease Rate of the Economic Term set forth in Landlord’s final offer to Tenant for such First Refusal Offer Space, then Landlord shall again offer such First Offer Space as those proposed to Tenant on the Economic Terms offered to such third-party tenant by Landlord in the delivering another First Refusal Offer Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord , which shall be deemed subject to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes all of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2. For purposes hereof, the “Economic Terms” shall mean the following items: (i) base rent and free rent, including escalations thereto, expressed as a dollar amount per rentable square foot, (ii) operating expense and tax protection such as a base year or expense stop, and (iii) all other monetary concessions (e.g., free rent, improvement allowances); provided that Landlord and Tenant shall have no further right acknowledge that the lease term offered to such third party tenant may be different than the lease such First Refusal Space. If Landlord does not enter into a lease or leases all term of the First Refusal Offer Space identified by Landlord for Tenant as set forth in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to TenantSection 1.11.6, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticebelow. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Offer Space offered by Landlord to Tenant at any particular timeTenant, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's ------------------------ right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object thereof. In the event Tenant exercises its right of first offer pursuant to any the terms of this Section 10, the parties shall execute an amendment adding the First Offer Space to the Premises and all terms and conditions of the Lease shall apply to the First Refusal Offer Space, except to the extent inconsistent with the Economic Terms. In addition, in the event the First Offer Space is added to the Premises, Tenant shall increase the Stated Amount of the Letter of Credit required to be maintained by Tenant pursuant to Section 7 above (or post an additional Letter of Credit, subject to all terms and conditions of Section 7 above) by (or in) an amount equal to $61.75 multiplied by the number of rentable square feet in the First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days (in the event the First Refusal Notice pertains to space on the fourth (4th) floor) or three (3) business days (in the event the First Refusal Notice pertains to space on the fifth (5th) floor) after delivery of the First Refusal Notice to Tenant (“"Election Date”"), Tenant shall deliver an unconditional, irrevocable notice to Landlord of Tenant’s 's exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal within the five (5) business day applicable time period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect to the space identified described in the First Refusal notice Space shall, notwithstanding anything in this Lease to the contrary, automatically terminate and this Section 1.4 shall thereupon automatically terminatebe deemed null and void and of no further force or effect. If Tenant does not exercise its right of first refusal within the applicable time period (on all of the First Refusal Economic Terms), then Landlord shall, for a period of six (6) months, be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“"Second Chance Notice”") providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five ninety percent (9590%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s 's failure to elect to lease the First Refusal Space upon such more favorable First Refusal 843078.08/SD374622-00033/8-4-16/MLT/dek -3- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] Economic Terms by written notice to Landlord within five three (53) business days after Tenant’s 's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s 's election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms not materially more favorable Landlord desires. Notwithstanding anything above to the third (3rd) party than those set forth contrary, in the no event shall Landlord be obligated to provide Tenant with a Second Chance NoticeNotice if, at the time Landlord would otherwise be obligated to provide such Second Chance Notice to Tenant, the prospective third party tenant has an S&P credit rating equal to or greater than "BBB"; provided, however, in the event that for purposes Tenant's S&P credit rating is "BBB" or better, then the S&P credit rating of such prospective third party tenant shall not affect Landlord's obligation to provide Tenant with the Second Chance Notice, Notice (and Landlord shall provide such Second Chance Notice to Tenant in the event the First Refusal Economic Terms shall be are materially more favorable to a such third party if such tenant than the First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice Term offered to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. ).' Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within date which is five (5) business days after delivery Tenant's receipt of the Landlord's First Refusal Notice to Tenant (“the "Election Date”"), Tenant shall deliver written notice to Landlord of ("Tenant’s exercise of its 's Election Notice") pursuant to which Tenant shall have the one-time right of first refusal with respect to elect either to: (i) lease the entire space First Refusal Space described in the First Refusal Notice and on upon the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described terms set forth in the First Refusal Notice; or (ii) refuse to lease such First Refusal Space identified in the First Refusal Notice. If Tenant does not respond in writing to Landlord's First Refusal Notice by the Election Date or wishes to modify the terms set forth in the First Refusal Notice, Tenant shall be deemed to have elected not to lease the applicable First Refusal Space. If Tenant elects or is deemed to have elected not to lease such First Refusal Space, then Tenant's First Refusal Right set forth in this ROFR Addendum for such First Refusal Space shall terminate, Landlord shall thereafter have the right to lease all or any portion of such First Refusal Space to anyone to whom Landlord desires on any terms Landlord desires and but Tenant’s right of first refusal 's First Refusal Right with respect to the space identified in the other First Refusal notice Space shall thereupon automatically terminate; remain unaffected, provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to following Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity 's election or deemed election not to lease the First Refusal Space on such more favorable the terms set forth in the First Refusal Economic Terms. For purposes hereofNotice, in the event that Landlord offers the First Refusal Economic Terms shall be materially more favorable Space to a third another party if such First Refusal Economic Terms reflect on terms that have a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less that are more than ninety-five ten percent (9510%) of better than the net effective rental rate for offered to Tenant in a First Refusal Notice, then Tenant shall again have a First Refusal Right with respect to such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from and Landlord shall again be deemed required to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease offer such space to any third (3rd) party on Tenant in accordance with the terms not materially more favorable to the third (3rd) party than those set forth of this ROFR Rider. Furthermore, in the Second Chance Notice; provided, however, event that for purposes Tenant does not exercise (or otherwise waive) its First Refusal Right following receipt of the Second Chance a First Refusal Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by and, thereafter, Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does has not enter entered into a lease or leases all of with the First Refusal Space identified by Landlord in such First Refusal Notice third party whose Lease Proposal terms were presented to Tenant within three six (36) months after the date Landlord first delivered such of the applicable First Refusal Notice to Notice, Tenant, then Landlord shall submit to Tenant a new 's First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new to the subject First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic TermsSpace.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's ------------------------ right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially are more favorable to a prospective third (3rd) party tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to TenantOffer Notice, then Landlord shall first deliver written notice to Tenant (“"Second Chance Notice”") providing Tenant with the opportunity to lease the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s 's failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five three (53) business days after Tenant’s 's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s 's election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially no more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such leases any First Refusal Offer Space to a third (3rd) party tenant pursuant (subject to the terms and conditions of this Article 8 above), and if such third party lease terminates or expires during the period that Tenant's right of first offer remains in effect (as specified in the last sentence of Section 1.4.28.1 above), Tenant the process described in this Article 8 shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticerepeat. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal NoticeOffer Notice Space, then within five (5) business days after delivery of the such First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver written notice to Landlord of Tenant’s exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice Space and on the First Refusal Offer Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal offer within the five (5) business day time period (on all of the First Refusal Offer Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Offer Notice Space (a “New Lease”) to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect offer shall (as it pertains to the space identified in First Offer Notice Space) thereupon automatically terminate and this Section 7 (as it pertains to the First Refusal notice Offer Notice Space) shall thereupon automatically terminatebe null and void and of no further force or effect; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms terms which are, in the aggregate, materially more favorable to a prospective third (3rd) party tenant than those First Refusal Offer Economic Terms proposed by Landlord in the First Refusal Offer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Offer Notice Space on such more favorable First Refusal Offer Economic Terms. For purposes hereof, First Refusal Offer Economic Terms shall be materially more favorable to a third party if such First Refusal Offer Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Offer Notice Space as those proposed by Landlord in the First Refusal Offer Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Offer Notice Space upon such more favorable First Refusal Offer Economic Terms by written notice to Landlord within five three (53) business days after Tenant’s receipt of such Second Chance Offer Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Offer Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially no more favorable to the third (3rd) party than those set forth in the Second Chance Offer Notice; provided, however, that for . For purposes of the Second Chance Noticethis Section 7(b), First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a “net effective rental rate rate” shall mean the amount of rent received by Landlord after deducting for any allowances or concessions given to a tenant or Tenant (as the case may be), including without limitation the value of any rent abatement work performed by Landlord prior to the application of any tenant improvement allowance, and net of any operating expenses and taxes where applicable. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space comprising the First Offer Notice Space offered by Landlord to Tenant at any particular time, and Tenant Improvement costs/allowance and may not elect to lease only a portion thereof or object to any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal SpaceOffer Economic Terms. If Landlord does not enter into a lease or leases for all of the First Refusal Offer Space identified by Landlord in such First Refusal Offer Notice within three six (36) months after the date Landlord first delivered such First Refusal Offer Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Offer Notice with respect to any such unleased First Refusal Offer Space before prior to the first time after such 6-month period that Landlord may intends to lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Tenant’s Outside Exercise Date”), Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice Offer Notice, and on the Economic Terms shall be as set forth in the First Refusal Offer Notice or, if and only if Tenant so elects in such notice to Landlord, the Economic Terms contained thereinshall be the Market Rent for the First Offer Space as of the commencement date for the leasing of the space described in the First Offer Notice (in which case Market Rent shall be determined in accordance with Section 31(d) above as if Tenant’s exercise notice were Tenant’s Acceptance under Article 31). Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not unconditionally exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms)offer by Tenant’s Outside Exercise Date, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminateOffer Notice until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially are more favorable to a prospective third (3rd) party tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to TenantOffer Notice, then or for materially more or less space than that described in the First Offer Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable (or as to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenantrevised space). Tenant’s failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal Economic Terms (or as to such revised space) by written notice to Landlord within five four (54) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially no more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.232(b) above, Tenant shall have no further right to lease such First Refusal SpaceOffer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease (subject to the penultimate sentence of the first paragraph of this Article 32 above). If Furthermore, if Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in for such First Refusal Notice space within three nine (39) months after the date Landlord first delivered such First Refusal Notice to following Tenant’s Outside Exercise Date, then Landlord shall submit to Tenant deliver a new First Refusal Offer Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures Tenant and Tenant’s right of first offer shall again apply following Tenant’s receipt of to such new First Refusal Noticespace. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of first refusal First Refusal with respect to the space applicable First Refusal Space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver written notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space First Refusal Space described in the First Refusal Notice and on the First Refusal Economic Bona Fide Offer Terms contained therein. Subject to the remaining provisions of this Section 1.4.2(each, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance ROFR Exercise Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms). For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right Right of first refusalFirst Refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and in the First Refusal Notice. Tenant may not elect to lease only a portion thereof or object to any of the space offered in the First Refusal Economic Notice, even if the space described in the First Refusal Notice comprises an area larger than the First Refusal Space or an area that does not comprise the entire First Refusal Space. If Tenant does not so notify Landlord within the 5-business day period, then Landlord shall be free to lease the First Refusal Space offered to Tenant in the First Refusal Notice to the unaffiliated third party on the applicable Bona Fide Offer Terms; provided, however, that in the event the economic terms of the deal with such unaffiliated third party change such that the economic terms (inclusive of tenant improvement allowance, rent concessions, etc.) is decreased by 10% or more, Landlord shall once again offer such First Refusal Space to Tenant on the new economic terms in accordance with this Section 31.

Procedure for Acceptance. On or before the date which is three (3) business days after Tenant’s receipt of Landlord’s First Refusal Notice (the “Election Date”),Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect either to: (i) lease an entire First Refusal Space described in the First Refusal Notice upon the terms set forth in the First Refusal Notice; or (ii) refuse to lease such First Refusal Space identified in the First Refusal Notice. If Tenant does not respond in writing to Landlord’s First Refusal Notice by the Election Date or wishes to exercise Tenant’s right of first refusal with respect to modify the space described terms set forth in the First Refusal Notice, then within five (5) business days after delivery Tenant shall be deemed to have elected not to lease such First Refusal Space. If Tenant does not elect or is deemed to have elected not to lease either of the First Refusal Notice to Tenant (“Election Date”)Spaces, Tenant shall deliver notice to Landlord of then Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice Right set forth in this Addendum 1 shall terminate and on Landlord shall thereafter have the right to lease all or any portion of such First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice Spaces to anyone to whom Landlord desires on any terms Landlord desires and desires, provided, however, following Tenant’s right of first refusal with respect election (or deemed election) not to lease a First Refusal Space on the space identified terms set forth in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which areNotice, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by event that Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease offers such First Refusal Space to another party on terms that have a third net effective rate that are more than ten percent (3rd10%) party tenant pursuant better than the net effective rate offered to the terms and conditions of this Section 1.4.2Tenant in a First Refusal Notice, then Tenant shall again have no further right a First Refusal Right with respect to lease such First Refusal SpaceSpace and Landlord shall again be required to offer such space to Tenant in accordance with the terms of this Addendum 1. If Landlord Furthermore, in the event that Tenant does not enter exercise (or otherwise waive) its First Refusal Right following receipt of a First Refusal Notice, and, thereafter, Landlord has not entered into a lease or leases all of with the First Refusal Space identified by Landlord in such First Refusal Notice third party whose Lease Proposal terms were presented to Tenant within three six (36) months after the date Landlord first delivered such of the applicable First Refusal Notice to Notice, Tenant, then Landlord shall submit to Tenant a new ’s First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new to the subject First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic TermsSpace.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five fifteen (515) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice Offer Notice, and on the Economic Terms shall be as set forth in the First Refusal Economic Terms contained thereinOffer Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not unconditionally exercise its right of first refusal offer within the five fifteen (515) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminateOffer Notice; provided, however, that (1) if Landlord has not leased the First Offer Space described in the First Offer Notice within nine (9) months after the date of the First Offer Notice, then Landlord shall again offer such First Offer Space to Tenant prior to leasing such space to a third (3rd) party tenant pursuant to the procedure set forth in this Article 32, and (2) if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially are equal to or more than five percent (5%) more favorable to a prospective third (3rd) party tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Offer Notice to Tenant(blending all concessions on a straight-line basis over the applicable lease terms), then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five ten (510) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially no more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.232(a) above, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease Offer Space until the expiration or leases all earlier termination of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenantlease, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures rights set forth herein shall again apply following Tenant’s receipt of such new First Refusal Noticeapply. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after Business Days of delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of (the “First Offer Exercise Notice”) irrevocably exercising its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on the First Refusal Economic Terms terms contained therein. Subject to the remaining provisions of this Section 1.4.2in such notice, except that, if Tenant wishes to dispute Landlord’s determination of First Offer Rent or the First Offer Renewal Rent set forth in the First Offer Notice, then Tenant’s First Offer Exercise Notice shall so notify Landlord of such dispute, and the First Offer Rent or the First Offer Renewal Rent, as the case may be, shall be determined in accordance with Sections 2.6(c) and 2.6(f) below. If Tenant does not exercise its right of first refusal deliver the First Offer Exercise Notice to Landlord within the five ten (510) business day period (on all of the First Refusal Economic Terms)Business Day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenantfor a period of twelve (12) months following Landlord’s right delivery of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Offer Notice; provided, however, that for purposes of the Second Chance Notice, Tenant’s continuing First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate Offer Right for such First Refusal Space as those proposed by space shall thereafter arise only following the expiration of such twelve (12) month period if Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes has failed to lease such space in accordance with its Superior Rights in which event or following the foregoing procedures shall again apply following Tenant’s receipt expiration or earlier termination of such new First Refusal Noticelease of such space (including renewals thereof). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice upon the terms set forth in the First Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (the “Election DatePeriod”)) is delivered to Tenant, Tenant shall deliver notice (“Tenant’s Acceptance Notice”) to Landlord of Tenant’s exercise of its right of first refusal offer with respect to the entire space First Offer Space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant’s exercise, negotiate in good faith to reach agreement as to such Economic Terms contained therein. Subject (provided, however, in no event shall Tenant have the right to object to the remaining provisions Economic Terms with respect to the Agreed Upon Minimum First Offer Rent Escalations). If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant’s exercise of this Section 1.4.2the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then (A) Tenant shall be deemed to have elected not to lease such First Offer Space, (B) Landlord shall thereafter be free to lease all or any portion of the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminateOffice Notice; provided, however, that if (i) Tenant timely delivers notification to Landlord within the Election Period that Tenant elects not to lease the First Offer Space pursuant to the terms set forth in such First Offer Notice, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period (“Tenant Pass Notice”) and (ii) Landlord thereafter intends to enter into a lease upon with respect to the First Refusal Economic Terms Offer Space offered to Tenant in such First Offer Notice and for which areTenant has delivered a Tenant Pass Notice with a monthly rental rate and other fundamental economic terms, in the aggregatewhich taken as a whole, materially are more than ten percent (10%) or more favorable to a prospective tenant third party than those First Refusal Economic Terms the monthly rental rate and other fundamental economic terms proposed by Landlord to Tenant in the initial First Refusal Offer Notice delivered to TenantTenant and for which Tenant timely delivered a Tenant Pass Notice, then Landlord shall first be required to deliver a second (2nd) written notice to Tenant (“Second Chance Notice”) providing Tenant with the a one-time second opportunity to lease the First Refusal Offer Space on such described in the initial First Offer Notice at the more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective monthly rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other fundamental economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenantterms. Tenant’s failure to elect timely deliver the Acceptance Notice to Landlord exercising its right to lease the First Refusal Offer Space upon such more favorable First Refusal Economic Terms by written notice to Landlord the terms and conditions set forth in the Second Chance Notice within five two (52) business days after TenantLandlord’s receipt delivery of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable the First Refusal Economic TermsOffer Space, in which case case, Landlord shall be entitled to enter into a lease such space to with any third (3rd) party for all or any portion of the First Offer Space on any terms not materially more favorable that Landlord desires. In no event shall Landlord be required to the third (3rd) party than those set forth in the deliver a Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space Tenant if Tenant fails to a third (3rd) party tenant pursuant timely deliver the Tenant Pass Notice or otherwise fails to comply with the other terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice ("Exercise Notice") to Landlord of Tenant’s 's exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice Offer Notice, and on the Economic Terms shall be as set forth in the First Refusal Offer Notice unless Tenant objects thereto in the Exercise Notice (which objection shall include Tenant's proposed Economic Terms). If Tenant objects in Tenant's Exercise Notice to Landlord's determination of the Economic Terms contained and provides Tenant's proposed Economic Terms therein, then Landlord and Tenant shall negotiate, in good faith, to agree upon such Economic Terms. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal offer within the five aforementioned ten (510) business day period (on all period, or if Tenant does exercise its right of first offer by timely delivery of the First Refusal Exercise Notice but objects to Landlord's determination of Economic TermsTerms (and Landlord and Tenant are unable to agree upon such Economic Terms within ten (10) business days after Tenant's delivery of the Exercise Notice), then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially are more than five percent (5%) more favorable to a prospective third (3rd) party tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Offer Notice to Tenant(blending all concessions on a straight-line basis over the applicable lease terms), then Landlord shall first deliver written notice to Tenant (“"Second Chance Notice”") providing Tenant with the opportunity to lease the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s 's failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s 's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s 's election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially no more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.232(b) above, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease Offer Space until the expiration or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt earlier termination of such new First Refusal Noticethird (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an extension or renewal option specified therein. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days [***] after delivery of the First Refusal Notice to Tenant (“Election Date”), Tenant shall deliver an unconditional, irrevocable notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal within the five (5) business day such [***] time period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice Notice, during the [***] period after the expiration of such [***] period, to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified described in the First Refusal notice Space shall, subject to Section 1.4.3 below, automatically terminate and this Section 1.4, shall thereupon automatically terminatebe deemed null and void and of no further force or effect; provided, however, that if Landlord Landlord, within such [***] period, intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms (such more favorable terms in the Second Chance Notice are referred to herein as the “Second Chance Economic Terms”). For purposes hereof, First Refusal Second Chance Economic Terms shall be materially more favorable to a third party if such First Refusal Second Chance Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant[***]. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Second Chance Economic Terms by written notice to Landlord within five (5) business days [***] after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Second Chance Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires on terms not materially more favorable to the such third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those initially proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rdbased on the [***] set forth above) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease Space set forth in the Second Chance Notice (and this Section 1.4 shall, subject to Section 1.4.3 below, be deemed null and void and of no further force or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticeeffect). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms. Landlord’s right to lease space in the New Building shall be subject to Tenant’s rights in this Section 1.4.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five (5) business days after of delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to all of the entire space First Refusal Space described in the First Refusal Notice at the rent, for the term and on upon the other fundamental economic terms and conditions contained in such First Refusal Economic Terms contained thereinNotice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Landlord within the such five (5) business day period (on all of the First Refusal Economic Terms)Tenant’s exercise of its first refusal right, then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires negotiate and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease for the First Refusal Space with the party with whom the “bona-fide third-party offer” was made, on such the net-effective economic terms and the fundamental non-economic terms which are no more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five four percent (955.0%) of the net effective rental rate for more beneficial to such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of Notice. In the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If event Landlord does not lease such First Refusal Space to a third (3rd) such party tenant pursuant to the terms and conditions foregoing sentence within one hundred twenty (120) days of this Section 1.4.2the date of such First Refusal Notice, Tenant shall have no further retain the right to lease such of first refusal set forth in this Section 1.4 and Landlord shall provide Tenant with another First Refusal SpaceNotice, when and if Landlord receives any subsequent “bona-fide third-party offer”. If After Landlord does not enter enters into a any lease or leases all of the First Refusal Space identified by Landlord to any such third party in such First Refusal Notice within three accordance with the foregoing (3) months after “Third Party Lease”), Tenant’s rights under this Section 1.4 shall be subordinate to the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice rights of the tenant under the Third Party Lease with respect to any such unleased First Refusal Space before Landlord may lease such the space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything leased and encumbered pursuant to the contrary provisions of the Third Party Lease, all extensions and renewals thereof, all pure expansion options contained hereintherein which are stated as Landlord delivery obligations within a certain time frame for a certain amount of space, Tenant must elect to exercise its and all right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsoffer expansions contained therein.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver an unconditional irrevocable notice (“Exercise Notice”) to Landlord of Tenant’s exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice, if the First Offer Notice is given pursuant to clause (x) of Section 32(a) above, or with respect to any or all entire suite(s) described in the First Offer Notice (if the First Offer Notice is given in response to a Tenant Request under clause (y) of Section 32(a) above, and the Economic Terms shall be as set forth in the First Offer Notice, unless Tenant objects to Landlord’s Economic Terms and proposes revised Economic Terms (“Tenant’s Proposal”) in Tenant’s Exercise Notice. If Tenant timely delivers the Exercise Notice but so objects to Landlord’s Economic Terms, Landlord may elect, within ten (10) business days following receipt of such Exercise Notice from Tenant, either to: (i) lease such First Offer Space to Tenant upon the revised Economic Terms specified in the Tenant’s Proposal; or (ii) have the Economic Terms, including the Market Rent, determined in accordance with Section 31(d) above. Landlord’s failure to timely choose either clause (i) or clause (ii) above will be deemed to be Landlord’s choice of clause (ii) above. If Landlord chooses, or is deemed to have chosen, clause (ii) above, the Market Rent determined in accordance with Section 31(d) above shall establish Economic Terms with respect to the First Offer Space; provided, however, that during the pendency of any such determination, the parties shall proceed with and utilize the Economic Terms specified in Landlord’s First Offer Notice and on the First Refusal if Economic Terms contained thereinreflected in the Tenant’s Proposal are ultimately determined to apply, the parties shall promptly make a retroactive adjustment. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not not, in response to a First Offer Notice given under clause (x) of Section 32(a) above, unconditionally exercise its right of first refusal offer within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenantdesires. If Landlord does lease such First Refusal Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.232(b) above, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease Offer Space until the expiration or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt earlier termination of such new First Refusal Noticethird (3rd) party lease including any renewal or extension of such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal refusal/first offer with respect to the space described in the First Refusal Expansion Notice, then within five ten (510) business days after of delivery of the First Refusal Expansion Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal refusal/first offer with respect to the entire space described in the First Refusal Notice and on Expansion Notice. In the First Refusal Economic Terms contained therein. Subject to event that concurrent with Tenant's exercise of the remaining provisions first refusal/first offer right, Tenant notifies Landlord that it does not accept the Expansion Rent set forth in the Expansion Notice, the Expansion Rent shall be determined in accordance with the same procedure as set forth in Section 2.2.4 of this Section 1.4.2Lease; otherwise, if the Expansion Rent shall be as set forth in the Expansion Notice. If Tenant does not exercise its right of first refusal refusal/first offer within the five ten (510) business business-day period (on all of the First Refusal Economic Terms)period, then (i) Landlord shall not offer to another tenant or prospective tenant less than the entire Expansion Space offered to Tenant and if Landlord desires to lease less than such entire Expansion Space offered to Tenant, Tenant shall first have a further right to lease such smaller Expansion Space pursuant to an additional Expansion Notice and upon the terms set forth in this Section 1.3, and (ii) Landlord shall be free to lease the entirety of the space described in the First Refusal Expansion Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right for a period of first refusal with respect to six (6) months after delivery of the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Expansion Notice to Tenant, then Landlord shall whereupon Tenant's right of first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costsrefusal/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those first offer set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures 1.3 shall again apply following Tenant’s receipt of be applicable to such new First Refusal NoticeExpansion Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal/first offer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the Offsite First Refusal Offer Notice, then within five fifteen (515) business days after of delivery of the Offsite First Refusal Offer Notice to Tenant (“Election DateTenant’s Offsite Exercise Period”), Tenant shall deliver notice to Offsite Landlord of Tenant’s election to exercise of its right of first refusal offer with respect to the entire space described in the Offsite First Refusal Offer Notice and on the First Refusal Economic Terms contained thereinin such Offsite First Offer Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise its right of first refusal so notify Offsite Landlord within the five such fifteen (515) business day period (on all of the First Refusal Economic Terms)period, then Offsite Landlord shall be free to lease the space described in the Offsite First Refusal Offer Notice to anyone to whom Offsite Landlord desires on any terms Offsite Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice any such lease shall thereupon automatically terminatebecome an Intervening Lease; provided, however, that if Offsite Landlord intends shall not lease such Offsite First Offer Space to enter into a lease upon First Refusal third party on Economic Terms which are, in the aggregate, materially more less than ninety percent (90%) as favorable to a prospective tenant than those First Refusal Offsite Landlord as the Economic Terms proposed by offered in such Offsite First Offer Notice to Tenant (as determined using a Net Equivalent Lease Rate, as defined in Exhibit H attached hereto), without first providing Tenant with a new Offsite First Offer Notice on such reduced Economic Terms. If Offsite Landlord in the provides such a new Offsite First Refusal Offer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice Offsite Exercise Period with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal NoticeOffer Notice shall be a period of ten (10) days. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Offsite Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the 's First Refusal NoticeOffer Right, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s 's exercise of its right of first refusal First Offer Right with respect to the entire space described First Offer Space, and the Economic Terms shall be as set forth in the First Refusal Notice and on the First Refusal Economic Terms contained thereinOffer Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not unconditionally exercise its right of first refusal offer within the five (5) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminateOffer Notice; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially are more than ten percent (10%) more favorable to a prospective third (3rd) party tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Offer Notice to Tenant(blending all concessions on a straight-line basis over the applicable lease terms), then Landlord shall first deliver written notice to Tenant (“"Second Chance Notice”") providing Tenant with the opportunity to lease the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s 's failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five three (53) business days after Tenant’s 's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s 's election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially no more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.26.2 above, Tenant shall have no further right to lease such First Refusal Offer Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right 's Right of first refusal First Offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant’s 's election to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Offer Notice and on the terms contained in such notice. Concurrently with Tenant's exercise of its Right of First Refusal Economic Terms contained therein. Subject Offer, Tenant shall provide Tenant's most recent Audited Financial Statement (as that term is defined in Section 17.2 below) and any previous Audited Financial Statements (prepared by Tenant and not already in Landlord's possession or otherwise reviewed by Landlord) pertaining to the remaining provisions period starting with the Lease Commencement Date and continuing through the date of this Landlord's delivery of the First Offer Notice, unless Tenant is otherwise not required to provide Audited Financial Statements pursuant to Section 1.4.2, if 17.2 below. If Tenant does not exercise its right of first refusal deliver Tenant's First Offer Exercise Notice and all required accompanying documentation (if any) within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends during the 180-day period following the initial delivery of the First Offer Notice to enter into a lease upon First Refusal Tenant, the Economic Terms which are, in the aggregate, materially that Landlord is prepared to accept under a Third Party Lease are greater than five percent (5%) more favorable to a prospective the tenant than those First Refusal the Economic Terms proposed offered by Landlord to Tenant (as determined using a "Net Equivalent Lease Rate", as defined in the First Refusal Notice to TenantExhibit H attached hereto), then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on make an offer of such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if (as such First Refusal Economic Terms reflect are determined using a net effective rental rate (including any rent abatement Net Equivalent Lease Rate and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of adjusted to account for the net effective rental rate for such First Refusal Space as those proposed by Landlord difference, if any, in the First Refusal Notice lease term offered to Tenant. Tenant’s failure Tenant and the lease term offered to elect such third party) (the "New Offer Terms") to lease the First Refusal Space upon such more favorable First Refusal Economic Terms Tenant by written notice to Landlord within five (5the "Additional Notice") setting forth the New Offer Terms, and Tenant shall have seven (7) business days after from Tenant’s 's receipt of such Second Chance the Additional Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to accept the third (3rd) party than those New Offer Terms set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms Additional Notice (which procedure shall be materially more favorable repeated until Landlord enters into a lease or lease amendment with respect to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Offer Space as those proposed by which does not require Landlord in the First Refusal to deliver another Additional Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant Tenant pursuant to the terms and conditions of this Section 1.4.2paragraph or Tenant exercises such Right of First Offer, Tenant shall have no further right to lease such First Refusal Spaceas applicable). If Landlord does not enter into a lease or leases all of the First Refusal Offer Space identified by Landlord in such First Refusal Notice within three the foregoing one hundred eighty (3180) months after the date Landlord first delivered such First Refusal Notice to Tenantday period, then Landlord shall submit again be required to provide Tenant with a new First Refusal Offer Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only prior entering into a portion thereof or object to any of the First Refusal Economic TermsThird Party Lease.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s Xxxxxx's right of first refusal offer with respect to the space described in the First Refusal ROFO Notice, then within five ten (510) business days after of delivery of the First Refusal ROFO Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's election to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal ROFO Notice on the terms contained in the ROFO Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if 12. If Tenant does not exercise its right of first refusal so notify Landlord within the five such ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord shall be free for a period of two hundred seventy (270) days to lease the space described in the First Refusal ROFO Notice to anyone to whom Landlord desires so long as the net effective rental to be received by Landlord is equal to or greater than ninety-five percent (95%) of the net effective rental Landlord would receive based on any terms Landlord desires the ROFO Terms and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice 's ROFO Right shall thereupon automatically terminate; provided, however, that terminate in such case only. If Landlord has not leased the applicable ROFO Space within two hundred seventy (270) days after the date Tenant's response period expires or if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable economic terms offered to a third party if such First Refusal Economic Terms reflect a are modified so that the net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) Landlord would receive is less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in would receive based on the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic ROFO Terms, then, in which case either case, Landlord must provide Tenant a new ROFO Notice (with the ROFO Terms modified to be those offered to the third party, if applicable) and Tenant shall again be entitled to lease such space to any third (3rd) party exercise its ROFO Right on the terms not materially more favorable to and conditions provided above; provided that, if the third (3rd) party than those set forth in new ROFO Notice is being sent because the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) has been reduced to less than ninety-eight five percent (9895%) of the net effective rental rate provided in Landlord's initial ROFO Notice for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2ROFO Space, then Tenant shall only have no further right only five (5) business days to lease respond to such First Refusal Space. If Landlord does not enter into a lease or leases all second ROFO Notice for such ROFO Space instead of the First Refusal Space identified by Landlord in such First Refusal Notice within three ten (310) months after days provided above for the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal initial ROFO Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord in the ROFO Notice to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Upon any portion of the ROFO Space becoming available for lease by Tenant, Landlord shall give Tenant wishes written notice (the “ROFO Notice”) that such ROFO Space will or has become available for lease by Tenant. Landlord shall endeavor to exercise Tenant’s right give Tenant a ROFO Notice (a) nine (9) months prior to the anticipated date of first refusal availability with respect to the space described in Suite 1000 ROFO Space, and (b) six (6) months prior to the First Refusal Notice, then within five anticipated date of availability with respect to the Suite 1050 ROFO Space. On or before the date which is fifteen (515) business days after delivery Tenant’s receipt of Landlord’s ROFO Notice (the First Refusal Notice to Tenant (“Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s exercise Election Notice”) pursuant to which Tenant shall have the right to elect either to: (i) lease the entire ROFO Space (subject to Tenant’s right to lease no less than 7,780 rentable square feet of its right of first refusal the Suite 1000 ROFO Space) identified in Landlord’s ROFO Notice upon the terms set forth in this Addendum 1; or (ii) refuse to lease such ROFO Space. If Tenant does not respond in writing to Landlord’s ROFO Notice by the Election Date, Tenant shall be deemed to have elected not to lease the ROFO Space identified in Landlord’s ROFO Notice. If Tenant elects or is deemed to have elected not to lease such ROFO Space, then Tenant’s ROFO with respect to the entire space described ROFO Space identified in the First Refusal Landlords’ ROFO Notice shall terminate and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free thereafter have the right to lease the space described in the First Refusal Notice all or any portion of such ROFO Space to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect desires. Except to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable extent expressly provided herein to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained hereincontrary, Tenant must elect to exercise its right of first refusalROFO provided herein, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant in Landlord’s ROFO Notice at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's ------------------------ right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery receipt of the First Refusal Offer Notice to Tenant (“Election Date”)by Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any commercially reasonable terms Landlord desires and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsunless Landlord and Tenant mutually agree.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's ------------------------ right of first refusal offer with respect to the space described in the First Refusal Notice, Offer Notice then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space Space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially are more favorable to a prospective third (3rd) party tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to TenantOffer Notice, then Landlord shall first deliver written notice to Tenant (“"Second Chance Notice”") providing Tenant with the opportunity to lease the First Refusal Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s 's failure to elect to lease the First Refusal Offer Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five three (53) business days after Tenant’s 's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s 's election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially no more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.232(ii) above, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease Offer Space until the expiration or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt earlier termination of such new First Refusal Noticethird (3rd) party lease including any renewal or extension of such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s its right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five ten (510) business days after of delivery of the such First Refusal Offer Notice to Tenant (“Election DateOffer Exercise Period”), Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of first refusal offer with respect to the entire space described in the such First Refusal Notice and on the First Refusal Economic Terms contained thereinOffer Notice. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not exercise timely exercises its right of first refusal offer as set forth herein, Landlord and Tenant shall, within the five (5) business day period (on all days after Landlord’s receipt of Tenant’s notice, meet and discuss the lease of the space described in such First Refusal Economic TermsOffer Notice from Landlord to Tenant (the “First Offer Meeting”). If Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space within five (5) business days after the First Offer Meeting (the “First Offer Negotiation Period”), then Landlord Tenant shall be free have the right to irrevocably exercise its option to lease the space described in the First Refusal Offer Notice but have the material economic terms of the lease of such space determined pursuant to the terms of Section 2.2.3 of this Lease, below, by delivering written notice of such exercise (the “Irrevocable Exercise Notice”) to Landlord prior to the expiration of the First Offer Negotiation Period. If -5- HCP, INC. Sorrento Gateway[Sorrento Therapeutics, Inc.] Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space prior to the expiration of the First Offer Negotiation Period and Tenant fails to timely deliver an Irrevocable Exercise Notice, then Tenant will not be required to lease the First Offer Space and Landlord, in its sole and absolute discretion, shall have the right to terminate negotiations with Tenant and to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms which Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Noticedesires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object thereof. If Tenant does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice prior to the expiration of the Offer Exercise Period, then Tenant’s right of first offer as set forth in this Section 1.3 shall terminate as to the space set forth in the First Refusal Economic TermsOffer Notice.

Procedure for Acceptance. If Tenant wishes to exercise -------------------------- Tenant’s 's right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise of its right of first refusal offer with respect to the entire space described in the First Refusal Notice and on Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Refusal Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms contained thereinset forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. Subject to the remaining provisions of this Section 1.4.2In addition, if Tenant does not exercise its right of first refusal offer within the five (5) business day period (on all period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the First Refusal Economic Terms)Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s 's right of first refusal with respect offer shall terminate as to the space identified First Offer Space described in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Office Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusaloffer, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five seven (57) business days after of delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's exercise of its right of first refusal with respect to all of the entire space First Refusal Space described in the First Refusal Notice at the rent, for the term and on upon the other fundamental economic terms and conditions contained in such First Refusal Economic Terms contained thereinNotice, including, but not limited to rental concessions and improvement allowances. Subject to the remaining provisions of this Section 1.4.2, if If Tenant does not so notify Landlord within such seven (7) day period of Tenant's exercise of its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms)right, then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires negotiate and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease for the First Refusal Space to anyone whom it desires on such the net-effective economic terms and the fundamental non-economic terms which are no more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five four percent (954.0%) of the net effective rental rate for more beneficial to such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of Notice. In the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If event Landlord does not lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions foregoing sentence within a period of one hundred twenty (120) days commencing upon the expiration of the seven (7) day period, after which time, Tenant's rights to such space under this Section 1.4.21.3 shall renew. Notwithstanding the foregoing, Tenant Tenant's ongoing right of first refusal shall have no further right be subordinate to all currently-existing rights which are set forth in leases of space with other tenants of the Project ("Superior Right Holders"), including any renewal, extension or expansion rights set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease such amendment or a new lease. After Landlord enters into any lease of First Refusal Space. If Landlord does not enter into a lease or leases all Space ("Third Party Lease") to any such third party ("Third Party Tenant") in accordance with the foregoing, Tenant's rights under this Section 1.3 shall be subordinate to the rights of the tenant under the Third Party Lease with respect to the First Refusal Space identified by Landlord (including any renewal, extension or expansion rights set forth in such First Refusal Notice within three (3) months after the date Landlord first delivered Third Party Leases, regardless of whether such First Refusal Notice to Tenantrenewal, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space extension or expansion rights are executed strictly in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such their terms, or pursuant to a lease amendment or a new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termslease).