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 right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five twenty (520) business days after delivery of receipt of the First Refusal Offer Notice to Tenant (the “Election DateExercise Period”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect intention 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 offer with respect to the five (5) business day period (space so described in the First Offer Notice on all the Fundamental Terms contained in such notice. If Tenant does not so notify Landlord prior to the expiration of the First Refusal Economic Terms)Exercise 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 the same Fundamental Terms of first refusal with respect the First Offer Notice to the space identified in the First Refusal notice shall thereupon automatically terminateTenant; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic the Fundamental Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in differ from the First Refusal Offer Notice to the Tenant, then before entering into such third party lease, Landlord shall first deliver written notice to notify Tenant (“Second Chance Notice”) providing of such different Fundamental Terms and Tenant with shall have the opportunity right 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 concessionsas the same may have been reconfigured and/or resized) 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 different Fundamental Terms by delivering written notice thereof to Landlord within five ten (510) business days after Tenant’s receipt of such Second Chance Notice from Landlord’s Revised Offer Notice. In the event Landlord shall be deemed to constitute Tenant’s election not fails 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 Offer Space to a third (3rd) party tenant pursuant party, Landlord shall again be obligated to deliver a First Offer Notice to Tenant with regard to the terms subject First Offer Space, and conditions of this Section 1.4.2, Tenant shall again 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 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 this Section. Landlord shall again apply following Tenant’s receipt of only deliver such new a First Refusal Notice. Notwithstanding anything Offer Notice to the contrary contained hereinextent Landlord has a bona-fide prospective tenant (i.e., Tenant must elect to exercise its right of first refusal, if at all, a prospective tenant with respect to all of the space comprising the First Refusal Space offered by which 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.is conducting active negotiations)

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 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 to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five twenty-one (521) business calendar 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 twenty-one (521) business calendar 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 desires, provided that (i) prior to entering into any lease on economic terms that, on a net effective, present value basis, are more than 5% more favorable to such third party than the space identified terms contained in the First Refusal notice shall thereupon automatically terminate; providedOffer Notice, however, that if Landlord intends (ii) prior to enter entering into a any lease upon First Refusal Economic Terms which are, in of less than all of the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord space described in the First Refusal Notice Offer Notice, and (iii) prior to Tenant, then Landlord shall first deliver written notice to Tenant entering into any such lease on a date that is more than six (“Second Chance Notice”6) 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 months 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 the First Refusal Economic TermsOffer Space, in which case Landlord shall be entitled to lease first again offer such space to any third (3rd) party Tenant 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 reduced terms 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 1.4. Notwithstanding anything to the contrary contained herein, subject to the foregoing, 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 twenty-one (21) calendar days of delivery thereof, then Tenant’s right of first offer as set forth in this Section 1.4 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 '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 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 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 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 Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five ten (510) business days after delivery of the First Refusal 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 with respect to the entire space described in the First Refusal Notice Notice, and on the Economic Terms shall be as set forth in the First Refusal Economic Terms contained thereinNotice. 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 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 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 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 Notice to TenantNotice, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the such 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 three (53) business days after Tenant’s receipt Tenaxx’x xeceipt 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. Furthermore, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable if Landlord fails to enter into a lease with a third (3rd) 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 within six (6) months after the date of the First Refusal Notice, Landlord shall again be obligated to provided Tenant with a First Refusal Notice and the procedure described herein shall be repeated prior to TenantLandlord’s lease of such First Refusal Space to a third (3rd) party. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.22.4.2 above, Tenant shall have no further a continuing right of first refusal to lease such First Refusal Space. If Landlord does not enter into a Space after the expiration or earlier termination of such third (3rd) party lease, and the new third (3rd) party lease or leases all of the for such First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after shall be deemed to be a Superior Lease, and Tenant’s continuing right of first refusal shall thereafter be subject 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 associated with such new First Refusal NoticeSuperior Lease. 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 unless Landlord expressly provides to any of the contrary in the applicable First Refusal Economic TermsNotice.

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 have the right to deliver notice to Landlord (“Tenant’s First Offer Exercise Notice”) 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 deliver Tenant’s First Offer Exercise Notice 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 for a period of six (6) months after the expiration of such ten (10) business day period. If Landlord enters into a Third Party Lease during such six (6)-month period, then Tenant’s right of first refusal with respect offer as set forth in this Section 1.3 shall terminate as to all of the space identified described in the such First Refusal notice shall thereupon automatically terminate; Offer Notice 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 desires 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) at less than ninety-five ninety percent (9590%) of the “net effective rental rate for rent” (i.e., the actual rent taking into account all economic terms) set forth in Landlord’s First Offer Notice, Landlord shall deliver a second notice to Tenant with respect to such First Refusal Offer Space (and Landlord’s second notice shall contain the then-current terms). Tenant shall have the same rights with respect to the second notice as those proposed by Landlord in it had with respect to the initial 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 Offer Notice, except that Tenant shall only have five (5) business days after following receipt of the First Offer Notice to deliver 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 Exercise 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 Third Party Lease during such First Refusal Notice within three six (3) months after the date Landlord first delivered such First Refusal Notice to Tenant6)-month period, then Tenant’s rights under this Section 1.3 shall remain in effect and Landlord shall submit follow the procedure herein 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 NoticeThird Party Lease. 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 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 fifteen (515) business calendar days after delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver 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 and on Offer Notice, in which case 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 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 to the space identified in the First Refusal notice shall thereupon automatically terminatedesires; provided, however, that if Landlord intends to enter into a lease for materially less space, or upon First Refusal Economic Terms which are, in the aggregate, materially are “more favorable favorable” (as defined below) 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 such reduced space, or such First Refusal Offer Space on such more favorable First Refusal Economic TermsTerms as applicable. For purposes hereofof this Section 1.2, First Refusal Economic Terms “more favorable” shall be materially more favorable to defined as a third party if such First Refusal Economic Terms reflect a lease whose net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic rate, taking into consideration all concessions) less , is at least 5% lower than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord specified in the First Refusal Notice to TenantOffer Notice. 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 seven (57) business calendar 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 1.4.21.2, Tenant such lease and the rights therein 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 be 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 NoticeRights. 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 thereof, except that if the First Offer Space consists of more than one (1) full floor of office space, Tenant may elect to lease one (1) or object to any more full floors of the First Refusal Economic TermsOffer Space provided that (i) if Tenant elects to lease more than one floor, they must be contiguous, and (ii) Tenant pays 100% of the reasonable costs incurred by Landlord to convert the building containing the First Offer Space to a multi-tenant building, including without limitation, costs of modifying the Building and Building systems and equipment, and adding utility meters.

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 the space described in the First Refusal Notice, then within five ten (510) 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 Terms set forth in the First Refusal Economic Terms contained therein. Subject Notice 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 during the six (6) month period after the Election Date on any terms Landlord desires (provided that if the Net Effective Rent (as defined below) is changed so as to make it more than five percent (5%) more favorable to the remaining provisions third party than the original Terms or if a material change is made to the non-economic Terms set forth in the First Refusal Notice (e.g., the deal is restructured to be a 5 year deal instead of this Section 1.4.23 years), if Landlord must again deliver a First Refusal Notice (such revised notice shall be referred to as the “Second Chance Notice”) to Tenant does not exercise its right of first refusal within the and Tenant shall have five (5) business day period (on all days after receipt of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Second Chance Notice to anyone deliver an Election Notice pursuant to whom Landlord desires on any terms Landlord desires this Section 1.5) and Tenant’s right of first refusal with respect to the space identified First Refusal Space specified in Landlord’s First Refusal Notice shall thereupon terminate and be of no further force or effect, but shall remain in effect for all other portions of the First Refusal Space not contained in the First Refusal notice Notice. The term “Net Effective Rent” shall thereupon automatically terminate; providedmean the rental rate, howeveras adjusted to reflect the value of any free rent, 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 improvement allowance or similar monetary concessions contained 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 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. 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 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 the Landlord’s First Refusal Offer Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s exercise of its Election Notice”) pursuant to which Tenant shall have the ongoing right of first refusal with respect to elect either to: (i) lease the entire space applicable 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 Offer Notice; or (ii) not exercise its right of first refusal within the five (5) business day period (on all of the lease such applicable First Refusal Economic Terms), then Landlord shall be free to lease the space Offer Space described in the First Refusal Offer Notice. If Tenant does not deliver Tenant’s Election Notice electing one of the options in clauses (i) or (ii) hereinabove by the Election Date, Tenant shall be deemed to have elected not to lease the applicable First Offer Space described in the First Offer Notice pursuant to clause (ii) hereinabove. If Tenant elects or is deemed to have elected not to lease the applicable First Offer Space described in the First Offer Notice, then Tenant’s right of first offer set forth in this Section 14 shall terminate with respect to such applicable First Offer Space so identified in the First Offer Notice and Landlord shall thereafter have the right to lease all or any portion of such applicable First Offer Space so described in the First 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 in this Section 14 to the contrary contained hereincontrary, (A) Tenant must elect to exercise its right of first refusal, if at all, offer herein with respect to all of the space comprising the entire applicable First Refusal Offer Space offered by Landlord to Tenant at identified in any particular time, applicable First Offer Notice and Tenant may not elect to lease only a portion thereof thereof, and (B) Tenant’s right of first offer to lease any First Offer Space not previously identified in any applicable First Offer Notice delivered by Landlord to Tenant shall not terminate as a result of Tenant’s election or object deemed election to refuse to lease any other applicable First Offer Space so identified in a First Offer Notice, and shall continue until the earlier of (1) the date such other applicable First Offer Space first becomes available for lease as determined by Landlord as provided hereinabove, or (2) the expiration of the First Refusal Economic TermsOffer Period.

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 ten (510) business days after of delivery of the First Refusal Notice to Tenant (“the "Election Date”Period"), Tenant shall deliver notice to Landlord written notice (an "Election Notice") 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 Election Period of Tenant's exercise of its right of first refusal within the five right, or Tenant affirmatively elects not to exercise such first refusal right (5) business day period (on all either of the foregoing being referred to herein as a "First Refusal Economic TermsRejection"), then Landlord shall be free to negotiate and enter into a lease the space described in for the First Refusal Notice Space to anyone to whom Landlord it 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 terminateit desires; provided, however, that if Landlord intends to enter into a the extent such third party lease upon of First Refusal Space would be on “Economic Terms Terms,” as that term is defined hereinbelow, which are, on a per rentable square foot basis 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 Economic Terms (in the aggregate) on a per rentable square foot basis offered to Tenant in the applicable 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 deliver another First Refusal Notice with respect (the "Additional Notice") to any Tenant offering such unleased First Refusal Space before Landlord may lease such space more favorable terms to another party, Tenant (provided that no existing Superior Right holder such terms and conditions shall be adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter 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, refusal with respect to all the Additional Notice, Tenant shall deliver the Election Notice to Landlord within ten (10) business days of the space comprising the delivery of such Additional Notice to Tenant (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Refusal Space offered by which does not require Landlord to deliver another Additional Notice to Tenant at any particular timepursuant to the terms hereof or Tenant timely exercises such right of first refusal, as applicable). The term “Economic Terms” for purposes of this Section 6.2 shall mean only the annual base rent, tenant improvement allowance, if any, moving allowance, if any, free parking, if any, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Termsabated base rent, if any.

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 Space, 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 exercise of its right of first refusal with respect intention 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 offer with respect to the First Offer Space on the terms set forth in the First Offer Notice (the “Acceptance Notice”). If Tenant does not elect to exercise its right to lease the First Offer Space within the five such ten (510) business day period (on all of the First Refusal Economic Terms“Exercise Period”), then Landlord shall be free to may lease the space described in First Offer Space to any third party on terms that are not Substantially More Favorable Terms (as defined below), provided, however, if Landlord does not execute a binding lease document (on terms that are not Substantially More Favorable Terms) within one hundred eighty (180) days from expiration of the Exercise Period, then Landlord must deliver a new First Refusal Offer Notice to anyone Tenant prior to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal entering into a lease agreement with respect to the space identified described in original First Offer Notice and the procedures set forth in this Section 24.3 shall apply to such new First Refusal notice Offer Notice. “Substantially More Favorable Terms” shall thereupon automatically terminate; provided, however, mean 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 (average “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 rent” (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessionsdefined below) offered to the potential tenant is less than ninety-five percent (95%) of the average 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 rent set forth in the Second Chance First Offer Notice; provided. The term “net effective rent” shall mean the net rental amount to be paid to Landlord, however, that for purposes taking into account any tenant improvement expenses and allowances to be incurred by Landlord and any free rent or other monetary concessions granted by Landlord (amortized on a straight-line basis over the life 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 lease term proposed by Landlord in under the First Refusal Offer Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant or the terms to the terms and conditions of this Section 1.4.2potential tenant, 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 Noticeas applicable). 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 applicable First Refusal Space offered by Landlord to Tenant at any particular timeOffer Space, 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 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 's 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 therein. Subject Notice to the remaining provisions proposed third party tenant who was the subject of the initial proposal or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to the third party who was the subject of the proposal and/or request for proposal; provided that in the event the Terms are altered so as to reduce the Net Effective Rental Rate (as defined below) by more than five percent (5%) of the Net Effective Rental Rate listed in the Terms offered to Tenant, Landlord will again be obligated to offer the First Refusal Space to Tenant on such revised Terms, in which case Tenant will have three (3) business days to deliver Tenant's Election Notice as 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. Further, in the event Landlord does not enter into a lease for the First Refusal Space with the third party who was the subject of the prior proposal, Landlord will be obligated to deliver a new First Refusal Notice to Tenant upon receipt of any proposal or response to proposal with a new prospective tenant, and in such instance such revised First Refusal Notice will be subject to the terms of this Section 1.4.21.4 to the same extent as the initial First Refusal Notice. Notwithstanding anything contained herein, if Landlord will only be obligated to deliver First Refusal Notices to Tenant with respect to three (3) separate third party offers (i.e., any second notice provided with respect to the same third party offer will not count toward the foregoing three (3) instances), and thereafter this right of first refusal will terminate and be of no further force or effect. 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. Notwithstanding anything herein to the contrary, Tenant may only exercise its right of first refusal within the five (5) business day period (on with respect to 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 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 Business Days 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 (the “First Offer Exercise Notice”) irrevocably exercising its right of first refusal offer with respect to the entire space described in such First Offer Notice, or, if applicable, any portion thereof consisting of one or more of the separately demised suites comprising the First Refusal Notice and Offer Space (provided that Tenant shall not have the right to lease only one or more separately demised portions of the First Offer Space in the event that a third party is interested in leasing more than one of the suites comprising the First Offer Space), on the terms contained 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 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 such First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires which are “materially consistent” with the economic terms and Tenant’s right of first refusal with respect to the space identified conditions set forth in the First Refusal notice shall thereupon automatically terminate; providedOffer Notice. As used herein, however, that if Landlord intends the economic terms relating 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 Offer Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable offered 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 be “materially consistent” with the terms of the First Offer Notice, if such economic terms are 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 than ten percent (3rd10%) party on terms not materially more favorable to the such third (3rd) party than those the economic terms set forth in the Second Chance First Offer Notice; provided, however, . In the event that for purposes of Landlord elects to offer the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable Offer Space 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 on terms that are not materially consistent with the economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord terms set forth in the First Refusal Offer Notice, then before entering into a lease with such third party, Landlord shall deliver another First 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 1.4.2, 2.5 and Tenant shall thereafter have no further the right to lease exercise its right of first offer within ten (10) Business Days following Landlord’s delivery of 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 TenantOffer Notice, 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 terms of such new First Refusal Noticethis Section 2.5. Notwithstanding anything to the contrary contained Except as otherwise expressly set forth 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 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 of first refusal with respect to the space described in the such First Refusal NoticeOffer Space, then within five thirty (530) business days after delivery 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 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 or (ii) refuse to anyone lease such space identified in the First Offer 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 pursuant 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 tenant, provided 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) lease is for not less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord space specified in the First Refusal Offer Notice to Tenant. Tenant’s failure to elect to lease and 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 discounted value 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 rent (calculated using a discount rate of eight percent (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions8%) per annum) is not less than ninety-eight five percent (9895%) of the discounted value of the net effective rental rate for such First Refusal Space as those proposed by Landlord rent specified in the First Refusal Offer Notice; if Landlord proposes to lease less than ninety-five percent (95%) of such space, then Landlord shall deliver a new First Offer 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 Offer Notice by the terms and conditions of this Section 1.4.2Election Date, Tenant shall be deemed to have no further right elected the option described in clause (ii) above. For purposes of clarity, ninety-five percent (95%) of the discounted value of the net effective rent specified in the First Offer Notice shall not be considered “materially more favorable.” Notwithstanding the foregoing, if Landlord fails to lease such First Refusal Space. If Landlord does not enter into a lease or leases all the space which was the subject of the original First Refusal Space identified by Landlord in such First Refusal Offer Notice within three twelve (312) months after the date Landlord first delivered on which the original First Offer Notice was given by Landlord, then Tenant’s rights under this Article 30 shall be reinstated as to 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 TermsOffer Space.

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 '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 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 '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 '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”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 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 set forth in the First Refusal Notice and the same non-economic Terms as set forth in this Lease; (ii) refuse to anyone lease such First Refusal Space identified in the First Refusal Notice, specifying that such refusal is not based upon the Economic 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 whom Landlord desires any entity on any terms Landlord desires and Tenant’s 's right of first refusal with respect set forth herein shall thereupon terminate and be of no further force or effect; or (iii) refuse to lease the space identified First Refusal 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 upon which 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 Economic Terms specified by Tenant in Tenant's Election Notice, and the same non-Economic Terms as set forth in this Lease; or (B) lease the First Refusal 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 (1) 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 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 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) 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 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 's right of first refusal, if at all, with respect to all refusal set forth herein shall thereupon terminate and be 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 no 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 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 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 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 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 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 ten percent (10%) 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 ninety (90) 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 Superior Rights. 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 and renewal, extension or expansion rights of a Third Party 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; providedapplicable Third Party Lease, howeverregardless of whether such renewal, 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 extension 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 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).

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 written notice to Landlord (the “First Offer Exercise Notice”) of Tenant’s intention either (a) 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 , or (b) to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within offer with respect to the five (5) business day period (on all of entire space described in such First Offer Notice, subject to Tenant’s objection to the First Refusal Economic Terms)Offer Rent set forth in the First Offer Notice, in which event the First Offer Rent shall be determined by arbitration in accordance with the terms of Section 2.2.3 of this Lease, below. If Tenant does not so timely deliver the First Offer 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 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 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 1.5 shall have no further right terminate as to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Offer Space identified by described in the First Offer Notice until it again becomes available (i.e., until such time as 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 enters into an Interim Lease with respect to any such unleased First Refusal Space before Landlord may lease such space to another partyOffer Space), 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 under such Interim Lease shall again apply following become a Superior Right Holder and Tenant’s receipt right of first offer set forth in this Section 1.5 shall be subordinate to all rights of such new tenant with respect to such First Refusal NoticeOffer Space. Notwithstanding anything to the contrary contained herein, if the space offered to Tenant must elect to in any First Offer Notice is comprised of more than one (1) full floor of the Building, then Tenant may exercise its right of first refusal, if at all, offer with respect to less than all of the space comprising the offered in such First Refusal Space offered by Landlord to Offer Notice, provided that in such event Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any must exercise its right of the First Refusal Economic Terms.first offer in full-floor increments. [535 Mission Street]

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 '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 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 '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 in such notice, and concurrently with such exercise, Tenant may, at its option, object to the remaining provisions of this 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 1.4.2, 2.2.4 below (as if the First Offer Rent were the Option Rent referred to therein). If Tenant does not exercise its right of first refusal deliver the First Offer Exercise Notice to Landlord within the five fifteen (515) 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 (an "Intervening Lease") provided that any expansion rights in the First Refusal notice any such Intervening Lease 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 be subordinate to Tenant, then Landlord shall 's 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 offer rights 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 1.4.21.3, Tenant shall have no provided further right to lease such First Refusal Space. If that (i) if Landlord does not enter into a lease or leases all of such space within nine (9) months after delivery of the First Refusal Offer Notice, then such space shall again be subject to the right of first offer as set forth herein, and (ii) prior to entering into a lease for a portion of the space offered in the First Offer Space identified by with a third party tenant on terms which, on a net effective, present value basis, are more than 5% more favorable to the tenant than the terms contained in the First Offer Notice, Landlord in such shall first deliver a revised First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Offer Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any on 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 more favorable terms on the foregoing procedures shall again apply following Tenant’s receipt terms 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 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 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 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 's right of first refusal offer with respect to all of the space described in the First Refusal Offer Notice, then within five twenty (520) business days after delivery following Tenant's receipt of the such First Refusal Notice to Tenant (“Election Date”)Offer Notice, 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 in First Offer Space at the First Refusal Notice Offer Rent and on upon the other TCCs contained in Landlord's First Refusal Economic Terms contained therein. Subject Offer Notice, (ii) lease the entire First Offer Space, but specifying that Tenant objects 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 Landlord's determination of the First Refusal Economic Terms)Offer Rent, then in which case the First Offer Rent shall be determined in accordance with SECTIONS 1.3.3, 2.2.2 AND 2.2.4 of this Lease, or (iii) not -7- lease such First Offer Space, in which event 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 during the six (6) month period following the date of Landlord's receipt of Tenant’s right 's Election Notice (the "FIRST OFFER WAIVER PERIOD"). If Tenant does not notify Landlord 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 its election of 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 options 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 clauses (5i) business days after Tenant’s receipt of such Second Chance Notice from Landlord or (ii) hereinabove, 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 in which case Landlord shall be entitled to lease such space to any third clause (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 Spaceii). If Landlord does not enter into execute a lease or leases all with a third party for any portion of the First Refusal Offer Space identified during the First Offer Waiver Period (or if a third party lease is executed by Landlord in within such First Refusal Notice within three (3) months after the date Landlord first delivered Offer Waiver Period, then when, and if, such First Refusal Notice to TenantOffer Space again becomes available for lease following the expiration or earlier termination of such third 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 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 have a right of first refusaloffer for such space pursuant to the provisions of this Section 1.3, 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 Termswhich provisions shall again become applicable in their entirety.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of first refusal with respect First Refusal upon the Economic Terms set forth in the bona-fide third-party offer attached to the space described in the First Refusal Notice, then within five (5) business days after of delivery of the such First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver written notice to Landlord of irrevocable exercising Tenant’s exercise of its right Right of first refusal First Refusal with respect to the entire space described subject First Refusal Space on the Economic Terms contained in the bona-fide third-party offer attached to the First Refusal Notice and on the 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)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 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 for the subject First Refusal Space with the Third Party upon any terms that Landlord desires (subject to this Section 7.2), and Tenant’s continuing Right of First Refusal for such space shall thereafter arise only following the expiration or earlier termination of any such lease (including renewals thereof which arise from an express written provision in such tenant’s lease (but irrespective of whether any such renewals are executed strictly in accordance with their terms, provided that the lease term of any such renewal right shall not be modified)). Additionally, Tenant hereby acknowledges and agrees that the Third Party with whom Landlord enters into a subsequent lease for the subject First Refusal Space shall, with respect to any and all “Qualified Expansions” (defined below) (but irrespective of whether any such Qualified Expansions are executed strictly in accordance with their terms, provided that the space subject to such Qualified Expansions shall not be modified) be deemed a Superior Right Holder for purposes of this Section 7. “Qualified Expansions” shall mean any expansion, first negotiation, first offer, first refusal or similar rights set forth in the Economic Terms which arepresented to Tenant and in such Third Party’s subsequent lease of the subject First Refusal Space. Notwithstanding any provision to the contrary contained in this Section 7.2 above, Landlord’s final form of lease with the Third Party must contain Economic Terms that are not more than five percent (5%) more favorable than those Economic Terms set forth in the aggregate, materially more favorable bona-fide third party offer attached to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to TenantNotice. If, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant however, such subsequent lease with the opportunity Third Party contains Economic Terms that are more than five percent (5%) more favorable than those Economic Terms set forth in the bona-fide third party offer attached to lease the First Refusal Space on Notice, then before entering into such lease with the Third Party, Landlord shall notify Tenant of such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms (the “Subsequent Notice’); thereupon, Tenant 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 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 the terms set forth in such more favorable First Refusal Economic Terms Subsequent Notice by delivering written notice thereof to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute TenantLandlord’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 Termsnotice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal negotiation with respect to the space described in the First Refusal Negotiation Notice, then within five (5) business days Business Days after delivery of the First Refusal Negotiation Notice to Tenant (“Election Date”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal negotiation with respect to the entire space described in the First Refusal Negotiation Notice and based 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 negotiation within the such five (5) business day Business Day period (on all or if Tenant timely exercises its right of first negotiation but objects to any of the First Refusal Economic Terms)Terms and if Landlord and Tenant do not mutually agree in writing on the Economic Terms within such five (5) Business day period, then then, in any such event, Landlord shall be free to lease the space described in the First Refusal Negotiation Notice to anyone to whom Landlord desires on any person or entity DEL MAR GATEWAY [Xxxxxxx Investment Partners, L.P.] within six (6) months after the Election Date upon any terms Landlord desires and Tenant’s right of first refusal with respect negotiation shall terminate as to the space identified First Negotiation Space described in the First Refusal notice shall thereupon automatically terminateNegotiation 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 favorable to a prospective third party tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Negotiation Notice to Tenant(i.e., then the net effective Rent (taking into account Base Rent, tenant improvement allowance(s) and leasing commissions) is more than five percent (5%) below that set forth in the First Negotiation Notice over the same period of time using a ten percent (10%) discount rate), Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Negotiation 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 Negotiation Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days 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 Negotiation Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.229.3 above, Tenant shall have no further right to lease such First Refusal SpaceNegotiation Space until the expiration or earlier termination of such third party lease including any renewal or extension of such third party lease. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice Negotiation Space to a third-party tenant within three six (36) months after the date Landlord Election Date, then Tenant’s right of first delivered negotiation shall apply thereafter to 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 NoticeNegotiation Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusalnegotiation, 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 Phase 2 Right of first refusal First Offer with respect to the space described in the Phase 2 First Refusal Offer Notice, then within five ten (510) business days after of delivery of the Phase 2 First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's Phase 2 First Offer Exercise Notice") of Tenant’s 's election to exercise its Phase 2 Right of its right of first refusal First Offer with respect to the entire space described in the Phase 2 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 deliver Tenant's Phase 2 First Offer Exercise Notice within the five ten (510) business day period (on all of the First Refusal Economic Terms)period, then Landlord (or an affiliate of Landlord) shall be free to lease enter into Third Party Lease for the space described in the Phase 2 First Refusal Offer Notice to anyone to whom Landlord (or such affiliate of Landlord) desires on any terms Landlord desires and Tenant’s right (or such affiliate of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminateLandlord) desires; provided, however, that during the 180-day period following the initial delivery of the Phase 2 First Offer Notice to Tenant, if Landlord intends to enter into a lease upon First Refusal the Economic Terms which are, in the aggregate, materially that Landlord (or such affiliate of Landlord) is prepared to accept under a Third Party Lease are greater than seven and five-tenths percent (7.5%) more favorable to a prospective the tenant than those First Refusal the Economic Terms proposed offered by Landlord in the First Refusal Notice to TenantTenant (as determined using a Net Equivalent Lease Rate), 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 "Phase 2 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 "Phase 2 Additional Notice") setting forth the Phase 2 New Offer Terms, and Tenant shall have five (5) business days after from Tenant’s 's receipt of such Second Chance the Phase 2 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 Phase 2 New Offer Terms set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms Phase 2 Additional Notice (which procedure shall be materially more favorable repeated until Landlord (or such affiliate of Landlord) enters into a lease or lease amendment with respect to a third party if such Phase 2 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 Phase 2 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 Phase 2 Right of First Offer, Tenant shall have no further right to lease such First Refusal Spaceas applicable). If Landlord (or such affiliate of Landlord) does not enter into a lease or leases all of the Phase 2 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 Phase 2 Additional Notice prior to Tenant entering into a new Third Party Lease for Phase 2 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 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 ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice (the "Election Notice") to Landlord of indicating Tenant’s 's election to exercise of its right of first refusal offer with respect to all of the entire space described in the First Refusal Offer Notice and on the terms contained in such notice. Notwithstanding the foregoing, in the event that Landlord shall materially increase or decrease the size of the First Refusal Economic Terms contained therein. Subject Offer Space from that offered to Tenant, Landlord shall "re-offer" such space to Tenant in accordance with the remaining provisions terms of this Section 1.4.21.3. Tenant agrees that it shall respond to any such "re-offer" within seven (7) business days, if rather than the ten (10) business days otherwise set forth in this Section 1.3.2. Upon and concurrent with such exercise, Tenant may, at its option, object to the First Offer Rent, in which case the parties shall follow the procedure, and such First Offer Rent shall be determined, as set forth in Section 2.2.4, below. 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 terminatedesires; provided, however, that if upon the expiration or earlier termination of any lease (an "Intervening Lease") entered into by Landlord intends following Tenant's failure to enter into lease any applicable First Offer Space, including any renewal or extension of such lease and regardless of whether such renewal or extension is pursuant to an express written provision in such lease or whether such renewal or extension is consummated pursuant to a lease upon First Refusal Economic Terms which areamendment or a new lease, 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 re-offer such First Offer Space to Tenant (“Second Chance Notice”) providing Tenant in accordance 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 Terms1.3.

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 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 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 's right of first refusal with respect to the space described in the First Refusal Notice, then within five ten (510) business days after delivery of the First Refusal 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 with respect to the entire space described in the First Refusal Notice Notice, and on the Economic Terms shall be as set forth in the First Refusal Economic Terms contained thereinNotice. 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 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 '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 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 Notice to TenantNotice, then Landlord shall first deliver written notice to Tenant (“"Second Chance Notice”") providing Tenant with the opportunity to lease the such 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 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. Furthermore, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable if Landlord fails to enter into a lease with a third (3rd) 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 within six (6) months after the date of the First Refusal Notice, Landlord shall again be obligated to provided Tenant with a First Refusal Notice and the procedure described herein shall be repeated prior to TenantLandlord's lease of such First Refusal Space to a third (3rd) party. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.22.4.2 above, Tenant shall have no further a continuing right of first refusal to lease such First Refusal Space. If Landlord does not enter into a Space after the expiration or earlier termination of such third (3rd) party lease, and the new third (3rd) party lease or leases all of the for such First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after shall be deemed to be a Superior Lease, and Tenant’s continuing right of first refusal shall thereafter be subject 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 associated with such new First Refusal NoticeSuperior Lease. 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 -4- SEQUENCE TECHNOLOGY CENTER [Expansion and Extension Amendment] [DexCom, Inc.] to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object unless Landlord expressly provides to any of the contrary in the applicable First Refusal Economic TermsNotice.

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 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 First Right Space specified in the Landlord’s First Refusal notice Notice shall thereupon automatically terminate; terminate and be of no further force or effect, provided, however, that if in the event Landlord intends desires to enter into a lease upon the First Refusal Economic Space to another person or entity on Terms which are, in the aggregate, materially more favorable to a prospective tenant are “More Favorable” than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice, Landlord will again be obligated to deliver a First Refusal Notice to Tenant containing such revised Terms and Tenant will thereafter have three (3) business days to deliver Tenant, then Landlord shall first deliver written notice to Tenant (’s Election Notice as set forth above. The term “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 More Favorable” means an effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessionsdetermined by blending all concessions on a straight line basis over the proposed term) that is more than four percent (4%) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord identified in the First Refusal Notice Notice. If Tenant does not so respond in writing to Tenant. TenantLandlord’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms Notice by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord the Election Date, 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 (3rdii) 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 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 with respect to the space described in the First Refusal Opportunity to Purchase, Tenant shall notify Landlord in writing ("Tenant's Exercise Notice") on or before 4:00 p.m. Pacific Time on the thirtieth (30th) day following Tenant's receipt of the First Opportunity Notice, or if such 30th day falls on a weekend or state or national holiday, then the next business day (the "Tenant's Notice Period"), of Tenant's exercise of the First Opportunity to Purchase at the Offered Purchase Price. Upon Landlord's receipt of Tenant's Exercise Notice, Landlord and Tenant shall use their reasonable good faith efforts to sign and deliver a purchase and sale agreement (the "Purchase Agreement") within five fifteen (515) business days after of Tenant's delivery of the First Refusal Notice to Tenant Tenant's Exercise Notice. If (“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 i) Tenant does not exercise its right of first refusal timely deliver Tenant's Exercise Notice within the five Tenant's Notice Period, or (5ii) Tenant timely delivers Tenant's Exercise Notice within the Tenant's Notice Period but Landlord and Tenant fail, working in good faith, to sign and deliver a Purchase Agreement within fifteen (15) business day period (on all of days following the First Refusal Economic Terms)delivery Tenant's Exercise Notice, then Landlord shall thereafter be free to lease sell the space described in the First Refusal Notice Project to anyone to whom Landlord desires any party thereafter 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 elected 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 Termssole discretion.

Procedure for Acceptance. If Tenant Sub-Subtenant wishes to exercise TenantSub-Subtenant’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 Sub-Subtenant (the “Election Date”), Tenant Sub-Subtenant shall deliver written notice to Landlord of TenantSub-Sublandlord (“Sub-Subtenant’s exercise of its right of first refusal with respect Election Notice”) pursuant to which Sub-Subtenant shall elect either to (i) lease the entire space described in the First Refusal Notice and on upon the LOI 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 Sub-Sublandlord may lease such space to any person or entity on any terms that Sublandlord desires; provided, that (1) the space leased to such person or entity shall not be materially different than the space identified in the First Refusal Notice and (2) the rental rate is not less than ninety percent (90%) of the rental rate listed in the First Refusal Notice (such terms, the “Permitted Leasing Terms”). Subject If Sub-Subtenant does not so respond in writing to Sub-Sublandlord's First Refusal Notice by the Election Date, Sub-Subtenant shall be deemed to have elected the option described in clause (ii) above. Notwithstanding anything herein to the remaining provisions of this Section 1.4.2contrary, if Tenant does not Sub-Subtenant may only exercise its right of first refusal within the five (5) business day period (on with respect to all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice, and not a portion thereof. Time is of the essence for the delivery of the Sub-Subtenant’s Election Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right within seven (7) days after 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 ninetySub-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 TermsSubtenant.

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 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 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 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 identified by Landlord in 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 Notice within three (3) months after Space pursuant to the date provisions of this Section 3.2, which provisions shall again become applicable in their entirety. To the extent Landlord first delivered such enters into any lease of First Refusal Notice Space with any such third party in accordance with the foregoing (“Third Party Lease”), Tenant’s rights under this Section 3.2 shall be subordinate to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice the 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 Lessee wishes to exercise TenantLessee’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”)Lessee, Tenant Lessee shall deliver notice to Landlord Lessor of TenantLessee’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 ; provided, however, Lessee may elect to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal offer with respect to the space described in a First Offer Notice, but object to the First Offer Rent set forth in the First Offer Notice, in which event the First Offer Rent shall be determined pursuant to the terms of Section 11.3, below. If Lessee exercises its right of first offer with respect to the space described in a First Offer Notice, but fails to object to the First Offer Rent set forth in the First Offer Notice, then Lessee shall be deemed to have accepted the First Offer Rent set forth in the First Offer Notice. If Lessee does not so notify Lessor within the five seven (57) 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 such First Refusal Offer Notice to anyone to whom Landlord Lessor 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 NoticeLessor 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 thereof. If Lessee does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Lessee fails to respond to a First Offer Notice within seven (7) business days of delivery thereof, then Lessee’s right of first offer as set forth in this Section 10 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 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, 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 [***] – Confidential portions of this document have been redacted and filed separately with the Commission. 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 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. If Tenant wishes to exercise Tenant’s right Right of first refusal First Refusal with respect to the space described in the a First Refusal Notice, then within five (5) 5 business days after of delivery of the such First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice to Landlord (a “First Refusal Acceptance Notice”) of Tenant’s exercise of its right the Right of first refusal First Refusal with respect to the entire space described in the such First Refusal 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 deliver a First Refusal Acceptance Notice within the five (5) 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 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 the transaction does not consummate within 6 months from the date of Landlord’s First Refusal Economic Terms which areNotice, or if there is a reduction in base rent of more than 10%, an increase in the aggregate, materially allowance 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 (95%) 10% or an extension or reduction of the net effective rental rate term 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 than one (51) business days after Tenant’s receipt of such Second Chance Notice from year, Landlord shall be deemed obliged to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Termspresent the revised Offer from that Prospect, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to or the third (3rd) party than those set forth in the Second Chance Notice; providednext Offer from a new Prospect, 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 in 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, as the case may be. Notwithstanding anything to the contrary contained herein, (a) 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 thereof, and (b) if the First Refusal Notice includes space in excess of the First Refusal Economic TermsSpace, Tenant must exercise its right hereunder, if at all, as to all of the space contained in the First Refusal Notice, and Tenant may not elect to lease only the First Refusal Space. If Tenant does not exercise the Right of First Refusal with respect to the space described in a First Refusal Notice or if Tenant fails to respond to a First Refusal Notice within 5 business days of delivery thereof, then Tenant’s Right of First Refusal as set forth in this exhibit shall terminate as to the portion of the First Refusal Space so offered, except as provided above.

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 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 '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 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 wishes to exercise Tenant’s 's right of first refusal with respect to the space Second Floor First Refusal Space described in the Second Floor First Refusal Notice, then within five seven (57) business days after of delivery of the Second Floor 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 Second Floor First Refusal Space described in the Second Floor First Refusal Notice at the rent, for the term and on upon the other fundamental economic terms and conditions contained in such Second Floor 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 exercise its right of first refusal so notify Landlord within the five such seven (57) 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 for 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 Floor First Refusal Space to anyone whom it desires on such 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 concessionsexcept as set forth at the end of this sentence) 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 tenant than those set forth in the Second Chance Floor First Refusal Notice, within a period of one hundred eighty (180) 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 shall renew; provided, however, that notwithstanding the foregoing Landlord may modify the rentable square feet of the Second Floor First Refusal Space by up to five percent (5%), and may modify the lease term by up to five percent (5%) than that set forth in the Second Floor First Refusal Notice and may rent such Second Floor First Refusal Space at a rent and other fundamental economic terms and conditions which together, on an average annual "present value" "net effective" basis, as those terms are defined below, are no more than five percent (5%) more favorable to the tenant than set forth in the Second Floor First Refusal Notice. As used in this Section 1.4.1.2, for purposes of determining "net effective" value of the Second Chance Noticerent, First Refusal Economic Terms the determined face (or gross) rent to be paid under the terms of a particular lease shall be materially more favorable to a third party if adjusted based upon the value of all monetary concessions (specifically including, without limitation, any such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/tenant improvement allowance and any other economic concessions) less than ninetyfree rental period), where the value of such concessions are evenly spread over the entire lease term on a straight-eight percent (98%) line basis, without interest. As used in this Section 1.4.1.2, "present value" shall mean the present value as of the proposed lease commencement date of the net effective rental basis using a discount rate for such First Refusal Space as those proposed by of eight percent (8%) and adjusted to an annual basis. After Landlord in the First Refusal Notice to Tenant. If Landlord does enters into any lease such of Second Floor First Refusal Space to a any such third party in accordance with the foregoing (3rd) party "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 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 Third Party Lease, all extensions and renewals thereof, all pure expansion options contained therein which are stated as Landlord in such First Refusal Notice delivery obligations within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenanta certain time frame for a certain amount of space, 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 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 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 its Right of first refusal with respect First Opportunity as to the space described in then available portion of the First Refusal NoticeOpportunity Spaces, then within three (3) business days of Landlord's delivery of the First Opportunity Notice to Tenant, Tenant shall deliver written notice (the "Space Exercise Notice") to Landlord of Tenant's intention to exercise its Right of First Opportunity. If Tenant timely exercises its Right of First Opportunity as set forth herein, then Landlord and Tenant shall, within five (5) business days after delivery Landlord's receipt of the Space Exercise Notice, meet and discuss during one (1) or more meetings, as is then appropriate under the circumstances, Tenant's prospective lease from Landlord of the then available portion of the First Refusal Opportunity Spaces (collectively, the "Opportunity Meetings"). If Tenant shall have failed to deliver a Space Exercise Notice to Tenant Landlord within the aforesaid three (“Election Date”)3) day period, 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, or if Tenant does deliver a Space Exercise Notice within such period but Landlord and Tenant do not exercise its right reach agreement as to the material economic terms of first refusal within the five (5) business day period (on all prospective lease of the then available portion of the First Refusal Economic TermsOpportunity Spaces within ten (10) business days of the first Opportunity Meeting (a "Negotiation Impasse"), then Landlord shall be free to lease the space described in then available portion of the First Refusal Notice Opportunity Space 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 free 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 then available portion 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 Opportunity Space to a third (3rd) party tenant pursuant to the terms anyone at all), and conditions of this Section 1.4.2, Tenant shall have no further right rights under this Article 1(C) as to lease such First Refusal Space. If Landlord does not enter into a lease or leases all the floor 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 Building 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 TermsOpportunity Notice relates.

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 receipt of such Second Chance the Landlord’s First Offer Notice from (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 the entire First Offer Space identified 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 hereby amended; or (ii) not lease the First Offer Space identified in the First Offer Notice. Further, in the event that Tenant elects clause (i) above, Tenant’s Election Notice shall also provide whether or not Tenant elects to exercise the Suite 210 Termination Option. If Tenant does not deliver Tenant’s Election Notice electing one of the options set forth in clauses (i) or (ii) hereinabove by the Election Date, then Tenant shall be deemed to constitute Tenant’s election have elected not to lease such space upon such more favorable the First Refusal Economic TermsOffer Space or to exercise the Suite 210 Termination Option. If Tenant elects or is deemed to have elected not to lease the First Offer Space, then Tenant’s right of first offer set forth in which case this Section 14 shall terminate and Landlord shall be entitled thereafter have the right to lease such space all or any portion of the First Offer Space to anyone to whom Landlord desires on any third (3rd) party on terms not materially more favorable Landlord desires. Furthermore, the Suite 210 Termination Option shall be void, and the Lease, as hereby amended, shall continue in full force and effect with respect to the third entire Premises. If Tenant timely delivers Tenant’s Election Notice to Landlord on or before the Election Date in accordance with clause (3rdi) party than those hereinabove, then Tenant shall lease the First Offer Space upon the Economic Terms contained therein and the non-Economic Terms set forth in the Second Chance Lease, as hereby amended. In addition, if Tenant timely delivers Tenant’s Election Notice to Landlord on or before the Election Date in accordance with clause (i) hereinabove, and Tenant shall have properly exercised the Suite 210 Termination Option in Tenant’s Election Notice; provided, howeverthen the Lease, that for purposes as hereby amended, shall terminate with respect to the Suite 210 Premises only, as of the Second Chance NoticeSuite 210 Surrender Date, First Refusal Economic Terms whereby Tenant 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 vacate and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) deliver exclusive possession of the net effective rental rate for such First Refusal Space as those proposed by Suite 210 Premises to Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant on or prior to the terms and conditions Suite 210 Surrender Date in accordance with the applicable provisions of the Lease. Notwithstanding the foregoing provisions of this Section 1.4.26 to the contrary, at Landlord’s option and in addition to any and all remedies available to Landlord, the Suite 210 Termination Option shall not be deemed to be properly exercised if as of the date Tenant delivers to Landlord Tenant’s Election Notice exercising the Suite 210 Termination Option, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases is in default under the Lease, as amended hereby, beyond 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 Noticeapplicable notice and cure periods. Notwithstanding anything in this Section 6 to the contrary contained hereincontrary, Tenant must elect to exercise its right of first refusal, if at all, offer herein with respect to all of the space comprising the entire First Refusal Offer Space offered by Landlord to Tenant at any particular time, identified in Landlord’s First Offer Notice 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 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 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 receipt of such Second Chance Landlord’s First Offer Notice from (the “Election Date”), Tenant shall deliver written notice to Landlord shall be deemed to constitute (“Tenant’s election not Election Notice”) pursuant to which Tenant shall have the right to elect either to: (i) lease such space the entire applicable First Offer Space described in the First Offer Notice 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 the terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance First Offer 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 or (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessionsii) 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 refuse to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of Offer Space identified 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 provided herein, if at all, with respect to all of the space comprising the First Refusal Offer Space offered by Landlord to Tenant at any particular timein Landlord’s First Offer Notice, 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 not to lease the applicable First Offer Space identified in the First Offer Notice. If Tenant elects or object is deemed to have elected not to lease the applicable First Offer Space described in the First Offer Notice, then Tenant’s right of first offer set forth in this Section 1.4 shall terminate and be of no further force or effect with respect to the applicable First Offer Space identified in the First Offer Notice, and Landlord shall thereafter have the right to lease all or any portion of such applicable First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. If Tenant elects or is deemed to have elected not to lease the applicable First Offer Space described in the First Offer Notice, and if the First Offer Notice only pertains to a portion of the First Refusal Economic TermsOffer Space not previously identified in any prior First Offer Notice, then Tenant’s right of first offer shall continue with respect to such unidentified portion until such time as such unidentified portion of the First Offer Space first becomes available for lease within the First Offer Eligibility Period.

Procedure for Acceptance. If Tenant Xxxxxx 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 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 Xxxxxx’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 Xxxxxx’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 Xxxxxx’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 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 terminateOffice Notice; providedprovided that, 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 desires to lease the same 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 any third party if but increase or decrease the size of 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 Offer Space by more than ninetytwenty-five percent (9525%) of or Landlord intends to accept an offer from a prospective tenant and the net effective rental rate for such First Refusal Space as those proposed by Landlord in rent that is at least ten percent (10%) less than the First Refusal Notice net effective rent offered to Tenant. , Landlord shall be required to give Tenant another First Offer Notice with respect to such increased or decreased First Offer Space and Tenant’s failure rights in connection therewith shall renew under this Section 1.6, except that the ten (10) and fifteen (15) business day periods set forth above shall be reduced 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 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 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.more

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the Notice of First Refusal NoticeOffer Opportunity, then within five ten (510) business days after of delivery of the such Notice of First Refusal Notice Offer Opportunity to Tenant (“Election Date”)Tenant, Tenant shall deliver written notice to Landlord of Tenant’s election to exercise of its right of first refusal offer with respect to the entire space described in such Notice of First Offer Opportunity (specifically including if such space comprises more than one of the First Refusal Notice and suites identified in Section 8, above) on the First Refusal Economic Terms terms contained thereinin such notice. Subject If Tenant fails to the remaining provisions so notify Landlord, in writing, of this Section 1.4.2, if Tenant does not either its election to exercise its right of first refusal offer, or its election to reject such right of first offer, within the five foregoing 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 Notice of First Refusal Notice Offer Opportunity to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s desires. If, however, Tenant does notify Landlord, in writing, within such ten (10) business day period that Tenant rejects such right of first refusal offer, then Landlord shall be free to lease the space described in the Notice of First Offer Opportunity to anyone to whom Landlord desires on any terms Landlord desires, provided that the base rent offered to such third-party is not more (on a per rentable square foot basis) than five percent (5%) lower than the Base Rent offered to Tenant in the Notice of First Offer Opportunity. In connection with the terms of the immediately preceding sentence, in the event that Landlord desires to offer (within a period of six (6) months commencing upon the expiration of the ten (10) business day period) the space described in the Notice of First Offer Opportunity to a third-party at a base rent (on a per rentable square foot basis) which is more than five percent (5%) lower than the Base Rent offered to Tenant in the Notice of First Offer Opportunity, then Landlord shall, via a revised Notice of First Offer Opportunity, first re-offer to lease to Tenant such First Offer Space at such lower base rent, and Tenant shall, within ten (10) business days of delivery of such revised Notice of First Offer Opportunity to Tenant, deliver written notice to Landlord of Tenant’s election to exercise its right of first offer with respect to the entire space identified described in the revised Notice of First Refusal notice shall thereupon automatically terminate; provided, however, that if Offer Opportunity on the terms contained in such notice. If Tenant then fails to so notify Landlord intends of its election to enter into a lease upon First Refusal Economic Terms which are, exercise its right of first offer within the ten (10) business day period set forth 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 Tenantimmediately preceding sentence, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity be free to lease the space described in the Notice of First Refusal Space Offer Opportunity to anyone to whom Landlord desires 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 any terms (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessionsbase rent) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by that 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 to any of the First Refusal Economic Termsthereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect purchase the Offer Property pursuant to the space Purchase Economic Terms described in the First Refusal Offer Notice, then within five fifteen (515) business days after delivery 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) purchase the Offer Property pursuant to the entire space described Purchase Economic Terms set forth in the First Refusal Notice and on Offer Notice; (ii) refuse to purchase the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2Offer Property, 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 which event Tenant’s right of first refusal with respect to the space identified in the First Refusal notice offer set forth herein shall thereupon automatically terminateterminate and be of no further force or effect and Landlord may sell the Offer Property (or any portion thereof) to any entity on any terms Landlord desires; provided, however, that if Landlord intends to enter into a lease purchase and sale agreement upon First Refusal Purchase Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant third (3rd) party buyer than those First Refusal Purchase 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 purchase the First Refusal Space Offer Property on such more favorable First Refusal Purchase Economic Terms. For purposes hereof, First Refusal Purchase Economic Terms shall be materially more favorable to a third party if such First Refusal Purchase Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) purchase price less than ninety-ninety- five percent (95%) of the net effective rental rate purchase price for such First Refusal Space Offer Property as those proposed by Landlord in the First Refusal Offer Notice to Tenant. Tenant’s failure to elect to lease purchase the First Refusal Space Offer Property upon such more favorable First Refusal Purchase Economic Terms by written notice to Landlord within five seven (57) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease purchase such space Offer Property upon such more favorable First Refusal Purchase Economic Terms, in which case for a period of twelve (12) months after the date Landlord delivered such Second Chance Notice to Tenant, Landlord shall be entitled to lease sell such space Offer Property 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 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of purchase and sale agreement and sell the First Refusal Space identified by Landlord in such First Refusal Notice Offer Property within three twelve (312) months after the that date Landlord first delivered delivers such First Refusal Second Chance Notice to Tenant, then Landlord shall shall, subject to the limitations set forth above, submit to Tenant a new First Refusal Offer Notice with respect to any such unleased First Refusal Space before Landlord may lease unsold Offer Property prior to selling such space to another partyproperty, 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. 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. Notwithstanding anything above to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, offer herein within said fifteen (15) day period with respect to all of the space comprising entire Offer Property identified in the First Refusal Space offered by Landlord to Tenant at any particular time, Offer Notice and Tenant may not elect to lease purchase 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 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 '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 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 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 with respect to the space described in the First Refusal Notice, then within five ten (510) business days after delivery of the First Refusal Notice to Tenant (“Election Date”)Tenant, Tenant shall deliver notice (the “ROFR Exercise 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 ten (510) 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 set forth in the First Refusal notice this Section 7 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 of all of the First Refusal 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 Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before prior to the first time after such 6-month period that Landlord may lease such space intends to another partysubmit a First Refusal Notice, 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 timetime (as described in the First Refusal Notice), 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 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 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 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 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 with respect to the space described in the First Refusal Notice, then within five (5) ten business days after of delivery of the First Refusal Notice to Tenant (“the "Election Date”Period"), Tenant shall deliver notice to Landlord written notice (an "Election Notice") 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 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; provided, however, the rent for the First Refusal Economic Terms contained thereinSpace shall be the greater of (i) the rental rate under this Lease or (ii) 95% of the rental rate described in the bona-fide third-party offer. Subject If Tenant, following its receipt of a First Refusal Notice, fails to the remaining provisions of this Section 1.4.2, if Tenant does not timely exercise its right of first refusal within the five (5) business day period (on to lease all of the First Refusal Economic Terms)Space, time being of the essence, then Landlord shall be free have the right to lease the space First Refusal Space to any third party on any terms that Landlord desires, and Tenant's right of first offer as set forth in this Section 1.2 shall no longer be applicable to the First Refusal Space or portion thereof 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 terminateNotice; provided, however, that if Landlord intends prior to enter into a lease upon leasing such First Refusal Space to any third party at a rental rate (taking into consideration the "Economic Terms Terms," as that term is defined below) which are, in the aggregate, materially is more than ten percent (10%) more favorable to a prospective the proposed tenant than those the Economic Terms set forth in the corresponding First Refusal Notice, Landlord shall first again offer such First Refusal Space to Tenant on the Economic Terms proposed offered to such tenant by Landlord in the delivering another 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 which shall be materially more favorable subject 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%) all 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 1.4.21.2.2. For purposes hereof, Tenant the "Economic Terms" shall have no further right to lease mean the following items: (i) any base rent and free rent, including escalations thereto, expressed as a dollar amount per rentable square foot, (ii) operating expense and tax protection 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 timeas an expense stop, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms(iii) all other monetary terms and concessions (e.g., free rent, improvement allowances).