Common use of Procedure for Acceptance Clause in Contracts

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ’s Right of first offer First Offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (“Tenant’s First Offer Exercise Notice”) of Tenant's ’s election to (i) exercise its right of first 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 Offer Notice. If concurrently Notice (or with Tenant's exercise of respect to only the first offer rightFifth Floor First Offer Space, Tenant notifies Landlord that it does not accept the Economic Terms as set forth in above), but dispute the applicable First 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 set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as Rent set forth in the First Offer Notice. In additionConcurrently with Tenant’s exercise of its Right of First Offer, if 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 period starting with the Lease Commencement Date and continuing through the date of Landlord’s delivery of the First Offer Notice. Tenant may provide such Audited Financial Statements via an on-line diligence site, and shall not be required to provide hardcopies of the same. If Tenant does not exercise its right of first offer deliver Tenant’s First Offer Exercise Notice and all required accompanying documentation within the five ten (510) business day 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 enter into a lease (“Third Party Lease”) for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and desires; provided, however, if during the 270-day period following the initial delivery of the First Offer Notice to Tenant's right , either (x) the rentable square footage of first offer shall terminate as to the First Offer Space described to be leased changes by greater than ten percent (10%) or (y) the Economic Terms that 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 lease term offered to Tenant and the lease term offered to such third party), then Landlord shall first 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 (the “Additional Notice”) setting forth the New Offer Terms, and Tenant shall have five (5) business days from Tenant’s receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Notice. Notwithstanding anything Space which does not require Landlord to deliver another First Offer Notice to Tenant pursuant to the contrary contained herein, terms of this paragraph or Tenant must elect to exercise its exercises such right of first offer, if at all, as applicable). After the expiration of the 270-day period Landlord shall have no further liability to Tenant with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofsubject First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise On or before the date which is five (5) business days after Tenant's receipt of Landlord's First Offer Notice (the "ELECTION DATE"), Tenant shall deliver written notice to Landlord ("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall have the right to elect one of first offer with respect to the space following options: 1.6.3.1 Lease the entire First Offer Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice; or 1.6.3.2 If the applicable First Offer Space Commencement Date specified by Landlord in Landlord's First Offer Notice is scheduled to occur after the first (1st) anniversary of the Lease Commencement Date as set forth in Landlord's First Offer Notice, lease the entire First Offer Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, except that Tenant may concurrently object in Tenant's Election Notice to the First Offer Space Rent for the First Offer Space set forth in the First Offer Notice, in which case such First Offer Space Rent shall be deemed to be the Fair Market Rental Rate for such First Offer Space for the First Offer Space Term therefor as defined and determined pursuant to the applicable provisions of the Extension Option Rider; or 1.6.3.3 If the applicable First Offer Space Commencement Date specified by Landlord in Landlord's First Offer Notice is scheduled to occur after the first (1st) anniversary of the Lease Commencement Date as set forth in Landlord's First Offer Notice, refuse to lease the entire First Offer Space described in the First Offer Notice based solely upon Tenant's objection to the Terms specified in the First Offer Notice, in which event Tenant shall also specify in Tenant's Election Notice revised Terms upon which Tenant would be willing to lease from Landlord all, but not less than all, of such First Offer Space identified in the First Offer Notice, provided that the First Offer Space Term and the number of parking spaces available for Tenant's use with respect to the First Offer Space contained in the First Offer Notice shall not be revised by Tenant (collectively, "TENANT'S PROPOSED TERMS"). If Tenant timely gives Landlord notice pursuant to this Section 1.6.3.3, then within five (5) business days after delivery Landlord's receipt of Tenant's Election Notice together with Tenant's Proposed Terms, Landlord shall deliver to Tenant written notice ("LANDLORD'S RESPONSE NOTICE") pursuant to which Landlord shall elect either to: (i) lease the entire First Offer Space to Tenant upon Tenant's Proposed Terms, and the same non-economic terms set forth in this Lease; or (ii) lease all or a portion of the First Offer Notice Space (provided such portion is not less than eighty percent [80%] of the rentable square feet of the First Offer Space identified in Landlord's First Offer Notice) to Tenant, Tenant shall deliver notice to Landlord any third party within six (6) months after Landlord's receipt of Tenant's exercise its right Election Notice pursuant to this Section 1.6.3.3, upon terms (other than the length of first offer with respect lease term) which are not more favorable to the entire space described in the First Offer Notice. If concurrently with such third party than Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 Proposed Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Landlord's failure to give Landlord's Response Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the such five (5) business day period, or, if Tenant exercises its first offer right but timely objects to period shall be deemed Landlord's determination election of the Economic Terms and if option in clause (ii) hereinabove). If at any time within such 6-month period Landlord and Tenant desires to lease all or any portion of such First Offer Space to any third party upon terms (other than the length of lease term) which either (A) are unable more favorable to reach agreement on such Economic Terms within said fifteen third party than Tenant's Proposed Terms, or (15B) day periodpertains to less than eighty percent (80%) of the rentable square feet of the First Offer Space identified in Landlord's First Offer Notice (such reduced portion of such First Offer Space shall be referred to herein as the "REDUCED FIRST OFFER SPACE"), then prior to leasing such applicable space to such third party, Landlord shall be free submit to Tenant a new First Offer Notice with respect to such applicable space containing either such more favorable terms or the Terms for such Reduced First Offer Space, as the case may be, and the procedures of this Section 1.6.3 shall again apply following Tenant's receipt of such new First Offer Notice, except that in the event that the new First Offer Notice pertains to such more favorable terms pursuant to clause (A) hereinabove, Tenant shall only have the options in Sections 1.6.3.1 and 1.6.3.4 hereof (and not in Sections 1.6.3.2 or 1.6.3.3 hereof) with respect to such new First Offer Notice; or 1.6.3.4 Refuse to lease the space described in the First 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 entire First Offer Space described in the First Offer Notice, specifying that Tenant is not interested in exercising its right of first offer for such First Offer Space, in which event Landlord shall have the right for a period of six (6) months thereafter to lease all or any portion of the First Offer Space described in Landlord's First Offer Notice on any terms Landlord desires to any third party. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offerto lease the First Offer Space, if at all, with respect to all of the space offered First Offer Space described in any First Offer Notice delivered by Landlord to Tenant at any particular timeTenant, and Tenant may not elect to lease only a portion thereof. If Tenant does not elect any of the foregoing options in Tenant's Election Notice delivered to Landlord by the Election Date, Tenant shall be deemed to have elected the option described in Section 1.6.3.4 above. If Tenant elects the option in Section 1.6.3.3 above, and as a result Landlord elected or is deemed to have elected the option in clause (ii) of Section 1.6.3.3, or if Tenant elects or is deemed to have elected the option in Section 1.6.3.4 above, and if Landlord does not lease all or any portion of the First Offer Space identified in the First Offer Notice to any party within (6) months after the date Tenant elects or is deemed to have elected such applicable option, then Landlord shall submit to Tenant a new First Offer Notice with respect to any such unleased First Offer Space prior to the first time after such 6-month period that Landlord intends to accept from or submit to a third party a Third Party Offer to lease all or any portion of such unleased First Offer Space, in which event the foregoing procedures of this Section 1.6.3 shall again apply following Tenant's receipt of such new First Offer Notice. With respect to the First Offer Space located in the 10260 Building which is leased to KLA-Tencor as of the date hereof, which space consists of the entire rentable square feet of the 10260 Building, containing a total of 36,985 rentable square feet, as depicted on EXHIBIT A-3 attached hereto (the "10260 SPACE"), Tenant shall include in Tenant's Election Notice the following financial information and materials (collectively, the "FINANCIAL DOCUMENTS"): if Tenant is a publicly-traded company, then the most recent audited balance sheet filed with the Securities and Exchange Commission; otherwise an audited balance sheet as of the end of the most recent quarter of the then-current fiscal year of Tenant (or, if the first quarter in such fiscal year has not expired, the last quarter of the previous fiscal year), prepared by a national firm of certified public accountants (reasonably acceptable to Landlord) in accordance with generally accepted accounting principles consistently applied.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice ("Exercise Notice") to Landlord of Tenant's exercise of its right of first offer with respect to the entire space described in the First 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 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 set 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 NoticeNotice unless Tenant objects thereto in the Exercise Notice (which objection shall include Tenant's proposed Economic Terms). In additionIf Tenant objects in Tenant's Exercise Notice to Landlord's determination of the Economic Terms and provides Tenant's proposed Economic Terms therein, if then Landlord and Tenant shall negotiate, in good faith, to agree upon such Economic Terms. If Tenant does not exercise its right of first offer within the five aforementioned ten (510) business day period, or, or if Tenant exercises does exercise its right of first offer right by timely delivery of the Exercise Notice but timely objects to Landlord's determination of the Economic Terms (and if Landlord and Tenant are unable to reach agreement on agree upon such Economic Terms within said fifteen ten (1510) day periodbusiness days after Tenant's delivery of the Exercise Notice), then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires desires; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more than five percent (5%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Offer Notice (blending all concessions on any terms a straight-line basis over the applicable lease terms), Landlord desires and Tenant's right of shall first offer shall terminate as deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Offer Space described in on such more favorable Economic Terms. Tenant's failure to elect to lease the First Offer Space upon such more favorable 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 Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(b) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an extension or renewal option specified therein. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five twenty (520) business days after delivery of receipt of the First Offer Notice to TenantTenant (the “Exercise Period”), Tenant shall deliver notice to Landlord of Tenant's ’s intention to exercise its right of first offer with respect to the entire space so described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Fundamental Terms set forth contained in the First 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 Termsnotice. If Tenant does not so notify Landlord that it does not accept prior to the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise expiration of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodExercise Period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms the same Fundamental Terms of the First Offer Notice to the Tenant; provided, however, that if the Fundamental Terms differ from the First Offer Notice to the Tenant, then before entering into such third party lease, Landlord desires shall notify Tenant of such different Fundamental Terms and Tenant's Tenant shall have the right of first offer shall terminate as to lease the First Offer Space described in (as the First same may have been reconfigured and/or resized) upon such different Fundamental Terms by delivering written notice thereof to Landlord within ten (10) business days after Tenant’s receipt of Landlord’s Revised Offer Notice. Notwithstanding anything In the event Landlord fails to lease such First Offer Space to a third party, Landlord shall again be obligated to deliver a First Offer Notice to Tenant with regard to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timesubject First Offer Space, and Tenant may not elect shall again have the right to lease such First Offer Space in accordance with this Section. Landlord shall only deliver such a portion thereof.First Offer Notice to the extent Landlord has a bona-fide prospective tenant (i.e., a prospective tenant with which Landlord is conducting active negotiations)

Procedure for Acceptance. If Tenant wishes to exercise Tenant's Xxxxxx’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant's ’s exercise of its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if If Tenant does not unconditionally exercise its right of first offer within the five ten (510) business day 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 Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer shall terminate as to the First Offer Space described in the First Offer Notice provided that, if Landlord does not lease the First Offer Space on the same terms on which it was offered to Tenant, within ninety (90) days of the end of the ten (10) business day period for Tenant to respond to the First Offer Notice, the First Office Space shall be re-offered to Tenant as provided herein when Landlord elects to provide a First Offer Notice to Tenant as provided in Section 1.4.1. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right the Right of first offer First Refusal with respect to the space described in the First Offer Refusal Notice, then within five ten (510) business days after of delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice (“First Refusal Exercise Notice”) to Landlord of Tenant's ’s exercise its right of first offer the Right of First Refusal with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise Refusal Notice on the terms contained in such notice, provided that (i) if the First Refusal Commencement Date (defined below) is anticipated by Landlord to occur prior to the first anniversary of the first offer rightLease Commencement Date (the “One Year Period”), Tenant notifies Landlord that it does not accept then the Economic Terms First Refusal Rent shall be as set forth in Section 1.3.3.1, below, and (ii) after the One Year Period, Tenant may, upon and concurrent with such exercise, object to the First Offer Refusal Rent contained in the First Refusal Notice, Landlord in which case the parties shall follow the procedure, and Tenant shallthe First Refusal Rent shall be determined, for a period of fifteen as set forth in Section 1.3.8, below (15) days after “Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms’s First Refusal Arbitration Right”). If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day 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 Offer Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires; provided, however, if Landlord fails to lease such First Refusal Space to a third-party within six (6) months following Landlord’s delivery of first offer shall terminate as to the First Offer Space described Refusal Notice to Tenant, then Tenant’s Right of First Refusal with respect to such space shall again be renew and Landlords shall reoffer such space to Tenant in accordance with the First Offer Noticeterms set forth in this Section 1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right the Right of first offerFirst Refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice (“Exercise Notice”) to Landlord of Tenant's ’s exercise of its right of first offer with respect to the entire space described in the First 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 Notice (if the First Offer Notice, Landlord and Tenant shall, for a period Notice is given pursuant to clause (x) of fifteen (15Section 10(a) days after Tenant's exercise, negotiate in good faith above) or with respect to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth any or all entire suite(s) described in the First Offer Notice concurrently with Tenant's exercise (if the First Offer Notice is given in response to a Tenant Request under clause (y) of the first offer rightSection 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. In additionIf 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 if Economic Terms reflected in the Tenant Proposal are ultimately determined to apply, the parties shall promptly make a retroactive adjustment. 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 offer within the five ten (510) business day 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 Offer Notice to anyone to whom Landlord desires on any terms desires. If Landlord desires and Tenant's right of first offer shall terminate as to the does lease such First Offer Space described in to a third (3rd) party tenant pursuant to the terms and conditions of this Section 10(b) above, Tenant shall have no further right to lease such First Offer NoticeSpace until the expiration or earlier termination of such third (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 offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant's ’s exercise of its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of , and the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the ROFO Economic Terms shall be as set forth in the First Offer Notice. In addition, if If Tenant does not unconditionally exercise its right of first offer within the five ten (5) business day 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 (1510) day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer shall terminate as to the First Offer Space described in the First Offer Notice; provided, however, that if Landlord, within thirty (30) days after such ten (10) day period, intends to enter into a lease upon ROFO Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those ROFO Economic Terms proposed by Landlord in the First 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 Offer Space on such more favorable 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, ROFO Economic Terms shall be materially more favorable to a third party if such 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 percent (90%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Offer Notice to Tenant. Tenant’s failure to elect to lease the First Offer Space upon such more favorable ROFO Economic Terms by written notice to Landlord within three (3) 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 ROFO Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires and Tenant shall have no further right to lease such First Offer Space set forth in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right the Right of first offer First Offer with respect to the space described in the a First Offer Notice, then within five (5) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise irrevocably exercising its right of first offer with respect to the entire space described in the such First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 Termsterms contained therein. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 released of its obligation to lease such First Offer Space to Tenant for a period of nine (9) months following the relevant First Offer Notice (the “Waiver Period”), and Landlord shall have the right during such Waiver Period to lease the space described First Offer Space to any third party for a term and on such other conditions as Landlord may determine in Landlord’s sole discretion. If Landlord has not leased the First Offer Notice Space to anyone a third party within the Waiver Period, then the provisions of this Section 1.3 shall again apply to whom the First Offer Space, provided, however, that if Landlord desires on any terms Landlord desires is actively and Tenant's right of first offer shall terminate as in good faith negotiating with a third party with respect to the First Offer Space described in at the end of such Waiver Period, the Waiver Period shall be extended through the date such negotiations conclude. Upon Landlord’s leasing the applicable First Offer Space to any third party during the Waiver Period, all rights of Tenant with respect to such First Offer Space under this Section 1.3 shall cease until the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if Space becomes available for lease again at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereoffuture date.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Noticemay, then within five not later than ten (510) business days after delivery of Landlord gives the First Offer Notice to TenantTenant (the “Election Date”), Tenant shall at its option, deliver written notice to Landlord of (“Tenant's exercise its right of first offer with respect ’s Election Notice”) electing to lease the entire space described First Offer Space upon the terms set forth in the First Offer Notice. If concurrently with Tenant's exercise Time is of the first offer rightessence of this provision, and Tenant notifies acknowledges and agrees that Landlord that it will have no obligation to lease the First Offer Space to Tenant if Tenant does not accept deliver Tenant’s Election Notice within the Economic Terms 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 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 shallshall have five (5) business days within which to elect to lease the First Offer Space on such revised terms and conditions. For purposes of the foregoing, 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 another lease shall be substantially more favorable than the Economic Terms offer set forth in the First Offer Notice concurrently with Tenant's exercise of if the first net effective rent in such other lease is more than ten percent (10%) lower than the net effective rent in the offer right, the Economic Terms shall be as set forth in the First Offer Notice. In additionAs used herein, if Tenant does not exercise its right of first offer within “net effective rent” shall mean the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination average contract rental rate over the term of the Economic Terms applicable transaction, as reduced by the amortized cost of free rent, tenant improvement allowances 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 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofother cash allowances.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after following delivery of the First Offer Notice to TenantTenant (the “First Offer Exercise Period”), Tenant shall deliver notice (the “First Offer Exercise Notice”) to Landlord of Tenant's ’s election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If Notice (except as otherwise expressly set forth in the last sentence of this Section 7.2) on the terms contained in such notice, provided that concurrently with Tenant's exercise of the first offer rightsuch exercise, Tenant notifies Landlord that it does not accept may, at its option, object to the Economic Terms set forth First Offer Rent contained in the First Offer Notice, Landlord in which case the parties shall follow the procedure, and Tenant shallthe First Offer Rent shall be determined, for a period as set forth in Section 2.2.4 of fifteen the Original Lease (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsif the First Offer Rent hereunder were the First Offer Rent under Section 1.3 of the Original Lease). If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in deliver the First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer to Landlord within the five ten (510) business day 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 periodperiod set forth above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone Landlord desires and on any terms Landlord desires; provided, however, that if Landlord does not enter into a lease of the subject First Offer Space within nine (9) months after the expiration of the First Offer Exercise Period, then such First Offer Space shall again be subject to whom the right of first offer as set forth herein and Landlord shall deliver a second First Offer Notice with regard to the subject First Offer Space (the “Second Chance First Offer Notice”) prior to entering into any lease of the subject First Offer Space with a third party (expressly excluding the existing tenant of the First Offer Space); provided, further that Tenant hereby acknowledges and agrees that Landlord shall only be obligated to deliver one (1) Second Chance First Offer Notice with regard to any particular First Offer Space and that if Tenant shall fail to exercise its right of first offer upon Landlord’s delivery of a Second Chance First Offer Notice, Landlord shall be free to lease the space described therein to any Landlord desires on any terms Landlord desires (and Tenant's right of first offer Tenant shall terminate as have no further rights whatsoever with regard to the subject First Offer Space described in the First Offer NoticeSpace). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at in any particular timeFirst Offer Notice, and Tenant may not elect to lease only a portion thereof; provided, however, that in the event that the First Offer Notice shall include all of the 16th Floor First Offer Space and all of the 17th Floor First Offer Space, Tenant shall have the right to elect, in the First Offer Exercise Notice, to lease only the entire 16th Floor First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant's ’s exercise of its right of first offer with respect to the entire space described in the First 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 and the First 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 set 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. In addition, if If Tenant does not unconditionally exercise its right of first offer within the five (5) business day 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 shall, for a period of six three (3) months, be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and desires; provided, however, that if Landlord, intends to enter into a lease upon ROFO Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those ROFO Economic Terms proposed by Landlord in the First Offer Notice to Tenant's right of , then Landlord shall first offer shall terminate as deliver written notice to Tenant (“ROFO Second Chance Notice”) providing Tenant with the opportunity to lease the First Offer Space described on such more favorable ROFO Economic Terms. For purposes hereof, ROFO Economic Terms shall be materially more favorable to a third party if such 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 (95%) of the net effective rental rate for such First Offer Space as those proposed by Landlord in the First Offer NoticeNotice to Tenant. Tenant’s failure to elect to lease the First Offer Space upon such more favorable ROFO Economic Terms by written notice to Landlord within three (3) 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 ROFO Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires, subject to Landlord’s obligation to deliver Tenant a further ROFO Second Chance Notice under the 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 if, at the time Landlord would otherwise be obligated to provide such Second Chance Notice to Tenant, the prospective third party tenant has an S&P credit rating equal to or greater than “BBB”. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space comprising the First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthereof or object to any of the First Offer Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's its right of first offer with respect to the space described in the First Offer NoticeSpace, then within five three (53) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Space upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms terms and conditions set forth in the First Offer NoticeSection 1.4.1.2.1 or 1.4.1.2.2, below, as applicable. If Tenant timely exercises its right of first offer as set forth herein, 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to days after Landlord's determination receipt of Tenant's notice, meet and discuss the lease of the Economic Terms and if First Offer Space from Landlord to Tenant (the "First Offer Meeting"). If Landlord and Tenant are unable to do not reach agreement on as to the material economic terms of the lease of such Economic Terms First Offer Space within said fifteen five (155) day periodbusiness days after the First Offer Meeting, then Landlord Landlord, in its sole and absolute discretion, shall be free have the right to terminate negotiations with Tenant and to lease the space described in the First Offer Notice Space to anyone to whom Landlord desires on any terms which Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Noticedesires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeFirst Offer Space, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of first offer with respect to the First Offer Space or if Tenant fails to respond to a First Offer Notice within three (3) business days of receipt thereof, then Tenant's right of first offer as set forth in this Section 1.4 shall terminate. 1.4.1.2.1 Notwithstanding any provision to the contrary contained herein, to the extent the First Offer Exercise Notice is delivered by Tenant on or before the Lease Commencement Date (pursuant to the procedure set forth in this Section 1.4.1.2) (the "Lease Commencement Deadline"), Tenant shall lease the applicable First Offer Space on the same economic terms per rentable square foot as is applicable to, and on a coterminous basis with, the Premises then leased by Tenant (i.e., upon the economic terms set forth in this Lease except as otherwise set forth below in this paragraph). Accordingly, in the event Tenant exercises its right of first offer with respect to the First Offer Space, appropriate adjustments shall be made to the provisions of this Lease to expand the square footage of the Premises, expand the number of parking spaces available for Tenant's use, increase the amount of Base Rent due and owing under this Lease, increase the Security Deposit and Tenant's Share, and Tenant shall be entitled to an improvement allowance equal to Five and 00/100 Dollars ($5.00) per rentable square foot of the First Offer Space multiplied by a fraction, the numerator of which shall be the number of months in the term of Tenant's lease of the First Offer Space, and the denominator of which shall be sixty-four (64); provided, however, and notwithstanding any provision to the contrary contained herein, all other terms, covenants and conditions of this Lease shall remain unmodified as a result of the addition of such First Offer Space, and shall apply as if the First Offer Space had been part of the original Premises which Tenant agreed to lease upon the mutual execution and delivery of this Lease by Landlord and Tenant. Notwithstanding any term or provision to the contrary contained in this Lease, Landlord hereby agrees the First Offer Space is and shall remain "available for lease" up to the Lease Commencement Date. 1.4.1.2.2 To the extent the First Offer Exercise Notice is delivered by Tenant at any time following the Lease Commencement Deadline (pursuant to the procedure set forth in this Section 1.4.1.2), Tenant shall lease the applicable First Offer Space at the rent and upon the other fundamental terms and conditions as determined during the First Offer Meeting, including, but not limited to any rental concessions and/or improvement allowances.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the a First Offer Notice, then within five ten (510) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's intention to exercise its right of first offer with respect to the entire space described in such First Offer Notice on the TCCs contained therein; provided, however, Tenant may exercise its right of first offer as set forth herein but object to the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms Rent set forth in the First Offer Notice, Landlord in which case the First Offer Rent shall be determined pursuant to Section 2.2.4, below as if (i) the term "Option Term" was "First Offer Term" (as defined below), (ii) the term "Option Rent" was "First Offer Rent" (as defined below), (iii) the term "Landlord's Response Notice" was "First Offer Notice", and Tenant shall, for a period (iv) the terms "Premises" or "Phase of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. the Premise" was "First Offer Space." If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day 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 such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires, except (A) if Landlord fails to enter into a lease of first offer shall terminate as the applicable First Offer Space (or portion thereof) set forth in the First Offer Notice within twelve (12) months after delivery of the applicable First Offer Notice to Tenant or (B) if Landlord proposes to lease less or more than the First Offer Space described set forth in the applicable First Offer Notice (for example, if Landlord proposes to lease five (5) floors of the First Offer Space in the First Offer Notice, but Landlord later desires to lease only two (2) floors of the First Offer Space), then Landlord shall send a new First Offer Notice to Tenant for the First Offer Space (or applicable portion thereof) and Tenant shall have the same rights with respect to such new First Offer Notice as with respect to the initial First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the a First Offer Notice, then within five seven (57) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the such First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 Termsterms contained therein. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five seven (57) business day 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 such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate that are not “materially more favorable” (as to defined below) than the First Offer Space described terms set forth in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion 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 Offer 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 right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 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 Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space First Refusal Space described in the First Offer Refusal Notice, then within five seven (57) business days after of delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise of its right of first offer refusal with respect to all of the entire space First Refusal Space described in the First Offer Refusal Notice at the rent, for the term and upon the other fundamental economic terms and conditions contained in such First Refusal Notice. If concurrently , including, but not limited to rental concessions and improvement allowances; provided, however, Landlord shall make a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's exercise rent obligations with regard to such First Refusal Space; provided further, however, that if Tenant's then-existing creditworthiness, as reasonable determined by Landlord, is equal to the then-existing creditworthiness of the first offer rightproposed third-party tenant, Tenant notifies Landlord that it does not accept then the Economic Terms financial security requirements set forth in the First Offer Notice, Refusal Notice shall be no greater than the financial security then being required by Landlord from such third-party tenant. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant shall, (with appropriate adjustments to account for a period differences in the then-existing financial condition of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to Tenant and such Economic Termsother tenants). If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with within such seven (7) business day period of Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodrefusal right, then Landlord shall be free to negotiate and enter into a lease for the space described First Refusal Space to anyone whom it desires on terms which are no more favorable (except as set forth at the end of this sentence, below) to such tenant than those set forth in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and 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 1.3 shall renew; provided, however, that notwithstanding the foregoing Landlord may modify the rentable square feet of the First Refusal Space by up to five percent (5%), may modify the lease term by up to five percent (5%) than that set forth in the First Refusal Notice, and may rent such First Refusal Space at a rent and other fundamental economic terms and conditions which together, on an average annual "net effective" basis, as that term is defined below, are no more than five percent (5%) more favorable to such tenant than set forth in the First Refusal Notice. As used in this Section 1.3.1.2, for purposes of determining the "net effective" value of the rent, the determined face (or gross) rent to be paid under the terms of a particular lease shall be adjusted based upon the value of all monetary concessions (specifically including, without limitation, any tenant improvement allowance and/or free rental period), where the value of such concessions are evenly spread over the entire lease term on a straight-line basis, without interest. Notwithstanding the foregoing, Tenant's ongoing right of first refusal shall be subordinate to all currently-existing rights of Thermoscan, Inc., a Delaware corporation (the "Superior Right Holder") set forth in that certain Standard Industrial Lease—Multi Tenant, dated as of April 24, 1994, including any renewal, extension or expansion rights set forth in such lease, 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") with 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 leased and encumbered pursuant to the provisions of the Third Party Lease, all extensions and renewals thereof, all 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 shall terminate as to the First Offer Space described in the First Offer Notice. Notwithstanding anything to the contrary expansions contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereoftherein.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Right of first offer First Offer with respect to the space described in the First Offer Notice, then within five seven (57) business days after of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First 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 Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the deliver Tenant's First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five seven (57) business day 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 enter into a lease ("Third Party Lease") for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as to desires; provided, however, if the First Offer Space described in Commencement Date is not anticipated to commence during the first twelve (12) full calendar months of the Lease Term, then during the 180-day period following the initial delivery of the First Offer Notice. Notwithstanding anything Notice to Tenant, the Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than five percent (5%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a "Net Equivalent Lease Rate", as defined in Exhibit F attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and 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 (the "Additional Notice") setting forth the New Offer Terms, and Tenant shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not require Landlord to deliver another Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Right of First Offer, as applicable). If Landlord does not lease the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Additional Notice prior entering into a Third Party Lease. Landlord shall not be obligated to deliver an Additional Notice, and may not elect enter into a Third Party Lease on any terms Landlord desires, at any time, if First Offer Notice offered to lease only a portion thereofthe First Offer Space to Tenant on the Stipulated Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Right of first offer First Offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer NoticeNotice on the terms contained in such notice. If concurrently Concurrently with Tenant's exercise of the first offer rightits Right of First Offer, Tenant notifies Landlord shall provide Tenant's most recent Audited Financial Statement (as that it does term is defined in Section 17.2 below) and any previous Audited Financial Statements (prepared by Tenant and not accept already in Landlord's possession or otherwise reviewed by Landlord) pertaining to the Economic Terms set forth in period starting with the Lease Commencement Date and continuing through the date of Landlord's delivery of the First Offer Notice, Landlord and unless Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith is otherwise not required to reach agreement as provide Audited Financial Statements pursuant to such Economic TermsSection 17.2 below. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the deliver Tenant's First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, and all required accompanying documentation (if Tenant does not exercise its right of first offer any) within the five ten (510) business day 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 enter into a lease ("Third Party Lease") for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires; provided, however, if during the 180-day period following the initial delivery of first offer shall terminate as to the First Offer Space described in Notice to Tenant, the First Offer Notice. Notwithstanding anything Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than five percent (5%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a "Net Equivalent Lease Rate", as defined in Exhibit H attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and 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 (the "Additional Notice") setting forth the New Offer Terms, and Tenant may shall have seven (7) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not elect require Landlord to deliver another Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Right of First Offer, as applicable). If Landlord does not lease only the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall again be required to provide Tenant with a portion thereofFirst Offer Notice prior entering into a Third Party Lease.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after delivery of the First Offer Notice to Tenant (“Tenant’s Outside Exercise Date”), Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant's ’s exercise of its right of first offer with respect to the entire space described in the First 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 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 set 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. In additionNotice or, if and only if Tenant so elects in such notice to Landlord, the Economic Terms shall 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). If Tenant does not unconditionally exercise its right of first offer within the five (5) business day 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 periodby Tenant’s Outside Exercise Date, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer shall terminate as to the First Offer Space described in the First Offer 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 Economic Terms which are more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Offer Notice, 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 Offer Space on such more favorable Economic Terms (or as to such revised space). Tenant’s failure to elect to lease the First Offer Space upon such more favorable Economic Terms (or as to such revised space) by written notice to Landlord within four (4) 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 Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(b) above, Tenant shall have no further right to lease such First Offer 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). Furthermore, if Landlord does not enter into a lease for such space within nine (9) months following Tenant’s Outside Exercise Date, then Landlord shall deliver a new First Offer Notice to Tenant and Tenant’s right of first offer shall again apply to such space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space First Refusal Space described in the First Offer Refusal Notice, then within five seven (57) business days after of delivery of the First Offer Refusal Notice to TenantTenant (the "Election Period"), Tenant shall deliver notice to Landlord written notice (an "Election Notice") of Tenant's exercise of its right of first offer refusal with respect to all of the entire space First Refusal Space described in the First Offer Notice. If concurrently with Tenant's exercise of Refusal Notice at the first offer rightrent, Tenant notifies Landlord that it does not accept for the Economic Terms set forth term and upon the other fundamental economic terms and conditions contained in the such First Offer Refusal Notice, Landlord including, but not limited to rental concessions 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 Termsimprovement allowances. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with within such Election Period of Tenant's exercise of the its first offer refusal right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if or Tenant does affirmatively elects not to exercise its such first refusal right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination either of the Economic Terms and if Landlord and Tenant are unable foregoing being referred to reach agreement on such Economic Terms within said fifteen (15) day periodherein as a "First Refusal Rejection"), then Landlord shall be free to negotiate and enter into a lease the space described in for the First Offer Notice Refusal Space to anyone to whom Landlord it desires on any terms Landlord desires and it desires. Notwithstanding the foregoing, Tenant's ongoing right of first offer refusal shall terminate as commence only following the expiration or earlier termination of any existing lease of the First Refusal Space (or portion thereof), including any renewal, extension or expansion rights set forth in such leases, regardless of whether such renewal, extension or expansion rights are 723517.06/WLA214064-00020/7-15-14/pjr 12 12400 HIGH BLUFF DRIVEThird Amendment[AMN Healthcare, Inc.] Exhibit 10.1 executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease, and such right of first refusal shall further be subordinate to (A) all rights of Relational Investors LLC and Zogenix, Inc., who currently occupy the First Refusal Space and (B) all rights of extension (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), first offer, first refusal, expansion or other similar rights with respect to such First Offer Space described contained in the an "Intervening Lease," as that term is defined below (each, a ROFR Superior Right Holder"). For purposes hereof, an "Intervening Lease" shall mean any lease to Relational Investors LLC, Zogenix, Inc., or any third party tenant lease entered into in advance of December 31, 2015 or thereafter leasing First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect Refusal Space identified in a particular First Refusal Notice following Tenant's election (or deemed election) not to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofsuch space pursuant to the terms of Section 12 of this Third Amendment.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five (5) business days (in the event the First Refusal Notice pertains to space on the fourth (4th) floor) or three (3) business days (in the event the First Refusal Notice pertains to space on the fifth (5th) floor) after delivery of the First Offer Refusal Notice to TenantTenant ("Election Date"), Tenant shall deliver an unconditional, irrevocable notice to Landlord of Tenant's exercise of its right of first offer refusal with respect to the entire space described in the First Offer NoticeRefusal Notice and on the First Refusal Economic Terms contained therein. 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 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 set 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. In addition, if Tenant does not exercise its right of first offer refusal within the five applicable time period (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination on all of the First Refusal Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodTerms), then Landlord shall be free to lease the space described in the First Offer Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as refusal with respect to the First Offer Space space described in the First Offer Refusal Space shall, notwithstanding anything in this Lease to the contrary, automatically terminate and this Section 1.4 shall be deemed null and void and of no further force or effect. If Tenant does not exercise its right of first refusal within the applicable time period (on all of the First Refusal Economic Terms), then Landlord shall, for a period of six (6) months, be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety percent (90%) 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 843078.08/SD374622-00033/8-4-16/MLT/dek -3- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] Economic Terms by written notice to Landlord within three (3) 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 any terms Landlord desires. Notwithstanding anything above to the contrary, in no event shall Landlord be obligated to provide Tenant with a Second Chance Notice if, at the time Landlord would otherwise be obligated to provide such Second Chance Notice to Tenant, the prospective third party tenant has an S&P credit rating equal to or greater than "BBB"; provided, however, in the event that Tenant's S&P credit rating is "BBB" or better, then the S&P credit rating of such prospective third party tenant shall not affect Landlord's obligation to provide Tenant with the Second Chance Notice (and Landlord shall provide such Second Chance Notice to Tenant in the event the First Refusal Economic Terms are materially favorable to such third party tenant than the First Refusal Economic Term offered to Tenant).' Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offerrefusal, 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 thereofthereof or object to any of the First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days (in the event the First Offer Notice pertains to space on the fourth (4th) floor) or three (3) business days (in the event the First Offer Notice pertains to space on the fifth (5th) floor) after delivery of the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant's exercise of its right of first offer with respect to the entire space described in the First 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 and the First 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 set 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. In addition, if If Tenant does not unconditionally exercise its right of first offer within the five (5) business day 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 applicable time period, then Landlord shall be free to lease the space described in the First 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 NoticeNotice but shall be deemed reinstated upon the expiration or sooner termination of any lease for such First Offer Space entered into by Landlord and a third party tenant. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise -------------------------- Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 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 Office Notice. , Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise On or before the date which is five (5) days ------------------------ after Tenant's right receipt of first offer with respect 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 (i) lease the space entire First Offer Space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept upon the Economic Terms set forth in the -------------- First Offer Notice and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease such First Offer Space identified in the First 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 specifying that such Economic Terms. If Tenant does refusal is not so notify Landlord that it does not accept based upon the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth by Landlord in the First Offer Notice. In addition, if Tenant does not exercise its right but upon Tenant's lack of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination need 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 Offer Notice 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 right of first offer shall terminate as with respect to the First Offer Space described 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 Offer Notice, in which event Tenant shall also specify in Tenant's Election Notice revised terms upon ----- which Tenant shall be willing to lease such First Offer Space from Landlord; provided, however, Tenant may not revise the lease term for such First Offer Space specified by Landlord in the First 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, ----- 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 notify Tenant of such more favorable Economic Terms and Tenant shall have the right to lease the First Offer Space upon such more favorable Economic Terms by delivering written notice thereof to Landlord within two (2) days after Tenant's receipt of Landlord's notice. If Tenant does not elect to lease such space from Landlord within said two (2) day period, 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 Landlord elects to proceed to lease the First Offer space to a third party pursuant to clause (B), but fails to execute a lease with such third party tenant for any portion of the First Offer Space within six (6) months after the Election Date, then within thirty (30) days after the expiration of such six (6) month period, Landlord shall deliver to Tenant a new First Offer Notice setting forth the Economic --------- Terms upon which Landlord would be willing to lease the First Offer Space to Tenant, and the foregoing procedures of the Schedule "O" shall again apply. If Tenant leases any First Offer 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 offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's its right of first offer with respect to the space described in the a First Offer Notice, then within five seven (57) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of irrevocably exercising Tenant's exercise its ’s right of first offer with respect to the entire space described in such First Offer Notice and either (i) accepting the First Offer Notice. If concurrently with Tenant's exercise of Rent and the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 other economic terms set forth in the First Offer Notice concurrently with (the “Other Economic Terms”), in which case Tenant's exercise ’s lease of the first offer right, the Economic Terms First Offer Space shall be at the First Offer Rent and Other Economic Terms, or (ii) rejecting the First Offer Rent and Other Economic Terms, in which case the First Offer Rent and other economic terms applicable to Tenant’s lease of the First Offer Space shall be determined pursuant to arbitration as set forth in the First Offer NoticeSection 2.2.4 of this Lease, below. In addition, if If Tenant does not exercise its delivers notice to Landlord irrevocably exercising Tenant’s right of first offer within with respect to the five (5) business day 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 entire space described in such First Offer Notice but fails to accept or reject the First Offer Notice Rent and Other Economic Terms, then Tenant shall be deemed to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as to have accepted the First Offer Space described in the First Offer NoticeRent and Other Economic Terms. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion 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) 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 Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Right of first offer with respect to the space described in the First Offer NoticeRefusal, then within five fifteen (515) business days after delivery of the First Offer Refusal Notice to TenantTenant (the "ELECTION DATE"), Tenant shall deliver written notice to Landlord of ("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall elect either to (i) lease the Building 3 Space upon the Economic Terms as set forth in the First Refusal Notice and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Building 3 Space, specifying that such refusal is not based upon the Economic Terms set forth by Landlord in the First Refusal Notice, but upon Tenant's exercise its right lack of first offer need for the Building 3 Space in which event Landlord may lease the Building 3 Space to any entity on any terms Landlord desires and Tenant's Right of First Refusal with respect to the entire space described 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 First Offer Notice. If concurrently with Tenantnext tenant's exercise lease of the first offer rightBuilding 3 Space expires or terminates (including any renewal or extension of such lease, Tenant notifies Landlord 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 it does not accept such refusal is based upon the Economic Terms set forth in the First Offer Refusal Notice, in which event Tenant shall also 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 shallshall negotiate, in good faith, for a period of fifteen ten (1510) business days after Landlord's receipt of Tenant's exercise, negotiate in good faith Election Notice (the "EXPANSION NEGOTIATING PERIOD") to reach agreement as to agree upon such Economic Terms. If Tenant does delivers Tenant's Election Notice pursuant to clause (iii) above, but Landlord and Tenant do not so notify Landlord that it does not accept the agree upon such Economic Terms set forth 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 the First Offer Notice concurrently with Tenant's exercise of Election Notice, and the first offer right, the same non-Economic Terms shall be as set forth in this Lease; or (b) within one hundred eighty (180) days after the First Offer Notice. In additionElection Date, lease the Building 3 Space to any person or entity upon any terms Landlord desires; provided, however, if the Economic Terms of Landlord's proposed lease to said third party are more favorable to the third party than those Economic Terms proposed by Tenant in Tenant's Election Notice, before entering into such third party lease, Landlord shall notify Tenant of such more favorable Economic Terms and Tenant shall have the right to lease the Building 3 Space upon such more favorable Economic Terms by delivering written notice thereof to Landlord within ten (10) business days after Tenant's receipt of Landlord's notice. If Tenant does not exercise its right of first offer elect to lease such space from Landlord within the five said ten (510) business day period, orTenant shall be deemed to have elected the option described in clause (ii) above and Tenant'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, if Tenant exercises its first offer right but timely objects whether or not such renewal or extension is pursuant to Landlord's determination 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 and if Landlord and Tenant of Landlord's proposed lease to a third party are unable more favorable to reach agreement on such the third party than those Economic Terms within said fifteen (15) day periodproposed by Tenant in Tenant's Election Notice, then Landlord the rent and all concessions shall be free blended on a straight-line basis to an effective rental rate throughout the term of the proposed lease with the space described third party, and compared with the effective rental rate blending on a straight line basis the rent and all concessions for the term proposed by Tenant in the First 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 Election Notice. Notwithstanding anything If Tenant timely delivers to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.Tenant's

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ------------------------ right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 Offer Notice to anyone to whom Landlord desires on any terms Landlord desires ; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord 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 Offer Space on such more favorable Economic Terms. Tenant's failure to elect to lease the First Offer Space upon such more favorable Economic Terms by written notice to Landlord within three (3) 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 Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord leases any First Offer Space to a third (3rd) party tenant (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 shall terminate remains in effect (as to specified in the First Offer Space last sentence of Section 8.1 above), the process described in the First Offer Noticethis Article 8 shall repeat. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise its right of first offer with respect to the entire space described in the First Offer Notice, then within ten (10) business days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice ("Exercise Notice") to Landlord of Tenant's intention to exercise its right of first offer with respect to the space described in the First Offer Notice; provided, however, that (a) with respect to any portion of the First Offer Space offered to Tenant which is less than one (1) full floor of the Building, Tenant may elect in the Exercise Notice to lease less than all of the First Offer Space offered to Tenant, provided that the portion thereof not leased by Tenant is in a commercially leasable configuration, and (b) with respect to any portion of the First Offer Space offered to Tenant which is one (1) or more full floors of the Building, Tenant may elect in the Exercise Notice to lease one (1) or more of such full floors, provided that (i) any full floor or floors of First Offer Space leased by Tenant shall not be contiguous on both sides to First Offer Space which Tenant at such time elects not to lease, and (ii) unless Tenant elects to lease one or more full floors of First Offer Space which is/are contiguous to the then Premises, Landlord may, at its sole option, elect which floor or floors of the First Offer Space offered by Tenant shall be leased by Tenant. If concurrently In the event that concurrent with Tenant's exercise of the first offer rightthis First Offer Right, Tenant notifies Landlord in the Exercise Notice that it Tenant irrevocably exercises the right to lease the First Offer Space but does not accept the Economic Terms First Offer Rent set forth in the First Offer Notice, Landlord and Tenant shallthen the First Offer Rent shall be determined in accordance with the procedure set forth in Section 1.3(D)(4), for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsbelow. If Tenant does not so notify send Landlord that it does not accept the Economic Terms set forth in the First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day period, or, if Tenant exercises its period specified in the first offer right but timely objects to Landlord's determination sentence of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodthis Section 1.2(B)(2), then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of the first offer right set forth in this Section 1.2(B) shall terminate as be subordinate to the terms of any such new lease entered into by Landlord; provided, however, that any rights given to any tenant under any such new lease with respect to First Offer Space described in the other than that First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space Space just previously offered by Landlord to Tenant at any particular time, shall be subject and Tenant may not elect subordinate to lease only a portion thereofTenant's First Offer Right set forth herein.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Right of first offer First Offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First 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 Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the deliver Tenant's First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (5) business day 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 (1510) day period, then Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires; provided, however, during the 180-day period following the initial delivery of first offer shall terminate as to the First Offer Space described in Notice to Tenant, if the First Offer Notice. Notwithstanding anything Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than seven and five-tenths percent (7.5%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a "Net Equivalent Lease Rate", as defined in Exhibit H attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and 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 (the "Additional Notice") setting forth the New Offer Terms, and Tenant may shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not elect require Landlord to deliver another Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Right of First Offer, as applicable). If Landlord does not lease only the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Additional Notice prior to entering into a portion thereofThird Party Lease.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Noticemay, then within not later than five (5) business days after delivery of Landlord gives the First Offer Notice to TenantTenant (the "Election Date"), Tenant shall at its option, deliver written notice to Landlord of ("Tenant's exercise its right of first offer with respect Election Notice") electing to the entire space described in lease the First Offer Notice. If concurrently with Tenant's exercise of Space upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as terms set forth in the First Offer Notice. In additionIf Tenant does not deliver Tenant's Election Notice on or before the Election Date, Tenant shall have no further rights to such First Offer Space under this Paragraph 60. 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 exercise its right of first offer deliver Tenant's Election Notice within the five (5) business day period, or, if time specified. Any qualified or conditional acceptance by Tenant exercises its first offer right but timely objects to of Landlord's determination 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 Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodElection Date, then Landlord shall thereafter be free entitled to lease all or any portion of the space described First Offer Space identified in the First Offer Notice to anyone to whom Landlord desires any person or entity on any terms which may be satisfactory to Landlord, in its sole discretion; provided, however, if the business terms contained in a proposed subsequent lease are ten percent (10%) or more favorable (on a Net Economic Basis) to such person or entity than the terms contained in the First Offer Notice delivered by Landlord desires and to Tenant's right of first offer shall terminate as , then, prior to leasing the First Offer Space described in to the person or entity on such terms, Landlord shall deliver another First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord Notice to Tenant at any particular timecontaining such modified terms as provided in this Paragraph 60, and Tenant may not elect to lease only a portion thereof.the process specified in Paragraph 60(b) and this Paragraph 60

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five seven (57) business days after delivery of the First Offer Refusal Notice to TenantTenant (the "Election Date"), Tenant shall deliver written notice to Landlord of ("Tenant's exercise its right of first offer with respect Election Notice") pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Refusal Notice upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Refusal Notice to the 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 and 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 shallon such revised Terms, for a period of fifteen in which case Tenant will have three (153) business days after to deliver Tenant's exerciseElection Notice as set forth above. The term "Net Effective Rental Rate" shall mean the rental rate, negotiate as adjusted to reflect the value of any free rent, tenant improvement allowance or similar monetary concessions contained in good faith 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 reach agreement 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 to the same extent as the initial First Refusal Notice. Notwithstanding anything contained herein, Landlord will only be obligated to such Economic Termsdeliver 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 notify Landlord that it does not accept respond in writing to Landlord's First Refusal Notice by the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer rightElection Date, the Economic Terms Tenant shall be as set forth deemed to have elected the option described in clause (ii) above. Notwithstanding anything herein to the First Offer Notice. In additioncontrary, if Tenant does not may only exercise its right of first offer within the five (5) business day 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 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, refusal with respect to all of the space offered by Landlord to Tenant at any particular timedescribed in the First Refusal Notice, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer refusal with respect to the space First Refusal Space described in the First Offer Refusal Notice, then within five ten (510) business days after of delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s exercise of its right of first offer refusal with respect to all of the entire space First Refusal Space described in the First Offer Notice. If concurrently with Tenant's exercise of Refusal Notice upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms and conditions contained in the such First Offer Notice, Landlord Refusal Notice and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate otherwise contained in good faith to reach agreement as to such Economic Termsthis Lease. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with within such ten (10) day period of Tenant's ’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodrefusal right, then Landlord shall be free to negotiate and enter into a lease for the space described First Refusal Space to anyone whom it desires on materially the same net-effective economic terms and the same fundamental non-economic terms set forth in the First Offer Refusal Notice. In the event Landlord wishes to proceed with a lease to a third-party where the net-effective economic terms are not materially the same as those set forth in the First Refusal Notice or the fundamental non- economic terms are different from those set forth in the First Refusal Notice, Tenant’s rights to anyone such First Refusal Space under this Section 1.4 shall renew, in which case the provisions of this Section 1.4 shall again be effective and Landlord shall again offer such First Refusal Space to whom the Tenant pursuant to the terms hereof (and Tenant shall again have ten (10) days within which to respond). In the event Landlord desires on does not lease such First Refusal Space pursuant to the foregoing sentence within a period of one hundred eighty (180) days commencing upon the expiration of the ten (10) day period, after which time, Tenant’s rights to such space under this Section 1.4 shall renew. Notwithstanding any terms Landlord desires and provision contained in this Section 1.4, Tenant's ’s ongoing right of first offer refusal shall terminate be subordinate to (x) Landlord’s right to occupy and use the First Refusal Space itself (or via any of its affiliates) (in its sole and absolute discretion), and (y) the rights of that certain current third-party tenant (the “Current Third-Party Tenant”) (and all affiliates thereof) with whom Landlord is presently negotiating a lease with respect to that certain space consisting of approximately 5,542 rentable square feet of space on the fifth (5th) floor of the Building commonly known as Suite 525 (“Suite 525”); provided, however, as of the date of this Lease, there are no additional superior right holders with respect to the First Offer Refusal Space. If Landlord enters into (i) any lease of First Refusal Space described (“Third Party Lease”) to any third party (“Third Party Tenant”) in accordance with the First Offer Notice. Notwithstanding anything foregoing (i.e., after Tenant has been deemed not to the contrary contained herein, Tenant must elect have elected to exercise its right rights pursuant to the terms hereof), or (ii) a lease of first offerSuite 525 with the Current Third-Party Tenant (“Current TPT Lease”), if at all, Tenant’s rights under this Section 1.4 shall be subordinate only to the rights of the Third Party Tenant under the Third Party Lease or the rights of the Current Third-Party Tenant under the Current TPT Lease (as the case may be) with respect to all the space leased and encumbered pursuant to the provisions of the space offered by Third Party Lease or the Current TPT Lease (as the case may be) and all extensions and renewals of the Third Party Lease, but not any extension or renewal of the Current TPT Lease. Notwithstanding the foregoing, (a) Landlord shall not enter into any Third Party Lease with respect to Tenant at the Must-Take Space for a term that extends beyond September 1, 2013 or which includes any particular timeterms and conditions which would cause the Must-Take Commencement Date to extend beyond December 1, 2013 or otherwise impair Tenant’s right, and Tenant may not elect Landlord’s obligation, to lease only a portion thereofthe Must-Take Space in accordance with Section 1.3 of this Lease; and (b) the term of the Current TPT Lease shall not extend beyond January 31, 2016, nor shall the Current Third- Party Tenant have any right to renew or extend the Current TPT Lease that is superior to Tenant’s rights hereunder with respect to Suite 525.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice (“Exercise Notice”) to Landlord of Tenant's ’s exercise of its right of first offer with respect to the entire space described in the First 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 if the First Offer NoticeNotice is given pursuant to clause (x) of Section 32(a) above, Landlord and Tenant shall, for a period of fifteen (15or with respect to any or all entire suite(s) 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 set forth described in the First Offer Notice concurrently with Tenant's exercise (if the First Offer Notice is given in response to a Tenant Request under clause (y) of the first offer rightSection 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. In additionIf 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 if Economic Terms reflected in the Tenant’s Proposal are ultimately determined to apply, the parties shall promptly make a retroactive adjustment. 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 offer within the five ten (510) business day 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 Offer Notice to anyone to whom Landlord desires on any terms desires. If Landlord desires and Tenant's right of first offer shall terminate as to the does lease such First Offer Space described in to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(b) above, Tenant shall have no further right to lease such First Offer NoticeSpace until the expiration or earlier termination of such third (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 offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Right of first offer First Offer with respect to the space described in the Designated First Offer NoticeSpace, then within five seven (57) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's election to exercise its right Right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise for the entirety (and not less than the entirety) of the first offer right, Tenant notifies Landlord that it does not accept Designated First Offer Space (i) on the Economic Terms set forth terms contained in the First Offer Notice, Landlord and or (ii) that 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 set forth in rejects the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as Rent set forth in the First Offer Notice. In addition, if If Tenant does not exercise its right of first offer within the five (5) business day periodtimely deliver a First Offer EXHIBIT G -1- [Reddit, 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 periodInc.]303 SECOND STREETSouth Tower Exercise Notice, then Landlord shall be free to enter into a lease (a "Third Party Lease") for the space described in the applicable Designated First Offer Notice Space to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires; provided, however, if the Third Party Lease will pertain to a materially different configuration of first offer shall terminate as to space than set forth in the First Offer Notice (with materially different meaning containing at least five percent (5%) more or less rentable square footage), then Landlord shall first make an offer of such alternative configuration (the "New Offer Terms") to Tenant by written notice (the "Additional Offer Notice") setting forth the New Offer Terms, and Tenant shall have five (5) business days from Tenant's receipt of the Additional Offer Notice in which to accept the New Offer Terms (which procedure shall be repeated until Landlord enters into a Third Party Lease which does not require Landlord to deliver another Additional Offer Notice to Tenant or Tenant exercises the Right of First Offer, as applicable). Designated First Offer Space described shall be deemed not to be "available" to the extent the same is subject to any Superior Rights. If Tenant timely delivers a First Offer Exercise Notice but rejects Landlord's determination of the First Offer Rent set forth in the First Offer Notice, then Landlord and Tenant shall meet and attempt to agree upon the First Offer Rent using good-faith efforts. Notwithstanding anything If Landlord and Tenant fail to reach agreement on the First Offer Rent on or before the date that is thirty (30) days after Tenant's delivery of the First Offer Exercise Notice (the "First Offer Outside Agreement Date"), then each party shall make a separate determination of the First Offer Rent (each, a "Submitted First Offer Rent"), within five (5) days following the First Offer Outside Agreement Date, and such Submitted First Offer Rent shall be submitted to arbitration in accordance with Exhibit F. Each party's Submitted First Offer Rent determination (i) may differ from First Offer Rent determinations submitted by such party during the period prior to the contrary contained hereinFirst Offer Outside Agreement Date (the parties agreeing that neither will be bound by any First Offer Rent proposals offered during such period) and (ii) will include the Comparable Transactions upon which such Submitted First Offer Rent determination is based, Tenant must elect inclusive of any adjustments made to exercise its right of first offer, if arrive at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofsuch Submitted First Offer Rent determination.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 Offer Notice, Landlord and Tenant shall, for a period of fifteen thirty (1530) 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if if, despite their good faith negotiations, 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 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 Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s exercise of its right of first offer with respect to the entire space described in the First 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 Notice and on the First 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 TermsTerms contained therein. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination period (on all of the First Offer Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodTerms), then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires (provided they are not materially more favorable to such third party than the First Offer Economic Terms, except to the extent commercially reasonably appropriate due to the improved creditworthiness of the proposed tenant compared to the creditworthiness of Tenant) and Tenant's ’s right of first offer shall thereupon automatically terminate as to the First Offer Space described in the First Offer Noticeand this Section 1.5 shall be null and void and of no further force or effect. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space comprising the First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthereof or object to any of the First Offer Economic Terms. For purposes hereof, First Offer Economic Terms shall be materially more favorable to a third party if such First Offer Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety percent (90%) of the net effective rental rate for such First Offer Space as those proposed by Landlord in the First Offer Notice to Tenant.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's ’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen ten (1510) days after Tenant's ’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 set forth in the First Offer Notice concurrently with Tenant's ’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's ’s determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen ten (1510) day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer shall terminate as to the First Offer Space space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer NoticeRight, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant's exercise of its right of first offer First Offer Right with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of the first offer rightSpace, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 set 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. In addition, if If Tenant does not unconditionally exercise its right of first offer within the five (5) business day 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 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, that if Landlord intends to enter into a lease upon Economic Terms which are more than ten percent (10%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Offer Notice (blending all concessions on a straight-line basis over the applicable lease terms), Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Offer Space on such more favorable Economic Terms. Tenant's failure to elect to lease the First Offer Space upon such more favorable Economic Terms by written notice to Landlord within three (3) 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 Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 6.2 above, Tenant shall have no further right to lease such First Offer Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 Offer Notice (as well as the balance of the First Offer Space, if the space described in the First Offer Notice is less than the entirety of the First Offer Space) from time to time to anyone to whom Landlord desires on any terms Landlord desires desires, and Tenant's Tenant shall no longer have any right to lease the First Offer Space; provided, however, in the event Landlord has not entered into a lease for the applicable First Offer Space within one hundred eighty (180) days after the date of first a First Offer Notice, then prior to offering such space to a third party after the expiration of such 180-day period, Landlord shall re-offer shall terminate as to the First Offer Space described in the to Tenant pursuant to a new First Offer NoticeNotice and the procedures set forth in Section 41.1 and this Section 41.2 shall apply once again. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timein the First Offer Notice and upon the precise terms set forth in the First Offer Notice, and Tenant may not elect to lease only a portion thereofthereof or modify any terms set forth in the First Offer Notice. Any modification by Tenant of the Economic Terms shall constitute Tenant's election not to exercise the first offer right.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to all of the space described in the First Offer Notice, then within five twenty (520) business days after delivery following Tenant's receipt of the such First Offer Notice to TenantNotice, Tenant shall deliver written notice to Landlord of Tenant's exercise its right of first offer 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 Offer Notice. If concurrently with TenantRent and upon the other TCCs contained in Landlord's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15ii) 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 lease the Economic Terms set forth in the entire First Offer Notice concurrently with Tenant's exercise of the first offer rightSpace, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if but specifying that Tenant does not exercise its right of first offer within the five (5) business day 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 First Offer Rent, 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 Economic Terms within said fifteen (15) day periodFirst Offer Space, then in which event Landlord shall be free to lease the space described in the First 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 Election Notice (the "FIRST OFFER WAIVER PERIOD"). If Tenant does not notify Landlord of its election of any of the options in clauses (i) or (ii) hereinabove, Tenant shall be deemed to have elected the option in clause (ii). If Landlord does not execute a lease with a third party for any portion of the First Offer Space during the First Offer Waiver Period (or if a third party lease is executed by Landlord within such First Offer Waiver Period, then when, and if, such First Offer Space again becomes available for lease following the expiration or earlier termination of such third party lease), Tenant shall again have a right of first offer shall terminate as for such space pursuant to the First Offer Space described provisions of this Section 1.3, which provisions shall again become applicable in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereoftheir entirety.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Noticeoffer, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant (“Tenant’s Exercise Period”), Tenant shall deliver notice to Landlord (the “First Offer Exercise Notice”) of Tenant's ’s election to exercise its right of first offer with respect to the entire space described First Offer Space on the terms contained in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five such ten (5) business day 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 (1510) day period, then Landlord shall be free to lease the space described in the First Offer Notice Space to anyone to whom Landlord desires on any terms Landlord desires and Tenant's desires. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its right of first offer shall terminate as pursuant to this Section 1.2, but did not accept Landlord’s offer set forth in Landlord’s First Offer Notice, and (ii) within a six (6) months period following Landlord’s delivery of the First Offer Notice to Tenant, Landlord proposes to lease the First Offer Space described to any potential third party tenant other than a Superior Right Holder on Economic Terms less than ninety percent (90%) as favorable to Landlord as the Economic Terms offered in such First Offer Notice to Tenant (as determined using a Net Equivalent Lease Rate, as defined in Exhibit H attached hereto), then so long as Tenant’s right of first offer has not otherwise terminated pursuant to Section 1.2.6, Landlord may not lease the First Offer NoticeSpace to such third party tenant (other than a Superior Right Holder) without first providing Tenant with a new First Offer Notice on such reduced Economic Terms. If Landlord provides such a new First Offer Notice to Tenant, Tenant’s Exercise Period (as defined in Section 1.2.2 below) with respect to such new First Offer Notice shall be amended to be a period of five (5) days. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeTenant, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ------------------------- of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the with Economic Terms set forth in the First 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 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 Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant Lessee wishes to exercise Tenant's Lessee’s right of first offer with respect to the space described in the a First Offer Notice, then within five seven (57) business days after of delivery of the such First Offer Notice to TenantLessee, Tenant Lessee shall deliver notice to Landlord Lessor of Tenant's Lessee’s intention to exercise its right of first offer with respect to the entire space described in such First Offer Notice on the terms contained therein; provided, however, Lessee may elect to exercise its right of first offer with respect to the space described in a First Offer Notice, but object to the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms Rent set forth in the First Offer Notice, Landlord and Tenant shallin which event the First Offer Rent shall be determined pursuant to the terms of Section 11.3, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsbelow. If Tenant does not so notify Landlord that it does not accept Lessee exercises its right of first offer with respect to the Economic Terms space described in a First Offer Notice, but fails to object to the First Offer Rent set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer rightNotice, the Economic Terms then Lessee shall be as deemed to have accepted the First Offer Rent set forth in the First Offer Notice. In addition, if Tenant If Lessee does not exercise its right of first offer so notify Lessor within the five seven (57) business day 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 Lessor shall be free to lease the space described in the such First Offer Notice to anyone to whom Landlord Lessor 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 NoticeLessor desires. Notwithstanding anything to the contrary contained herein, Tenant Lessee must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord Lessor to Tenant Lessee at any particular time, and Tenant Lessee may not elect to lease only a portion 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 Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space First Refusal Space described in the First Offer Refusal Notice, then within five seven (57) business days after of delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise of its right of first offer refusal with respect to all of the entire space First Refusal Space described in the First Offer Notice. If concurrently with Tenant's exercise of Refusal Notice at the first offer rightrent, Tenant notifies Landlord that it does not accept for the Economic Terms set forth term and upon the other fundamental economic terms and conditions contained in the such First Offer Refusal Notice, Landlord including, but not limited to rental concessions 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 Termsimprovement allowances. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with within such seven (7) day period of Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodrefusal right, then Landlord shall be free to negotiate and enter into a lease for the space described First Refusal Space to anyone whom it desires on the net-effective economic terms and the fundamental non-economic terms which are no more than four percent (4.0%) more beneficial to such party than those set forth in the First Offer Notice Refusal Notice. In the event Landlord does not lease such First Refusal Space pursuant to anyone to whom Landlord desires on any terms Landlord desires and the foregoing sentence within a period of one hundred twenty (120) days commencing upon the expiration of the seven (7) day period, after which time, Tenant's rights to such space under this Section 1.3 shall renew. Notwithstanding the foregoing, Tenant's ongoing right of first offer refusal shall terminate as 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 First Offer Refusal Space described (including any renewal, extension or expansion rights set forth in the First Offer Notice. Notwithstanding anything such Third Party Leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to a lease only amendment or a portion thereofnew lease).

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ------------------------ right of first offer with respect to the space described in the First Offer Notice, Notice then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space Space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 Offer Notice to anyone to whom Landlord desires on any terms desires; provided, however, that if Landlord desires and Tenant's right of first offer shall terminate as intends to the First Offer Space described enter into a lease upon Economic Terms which are more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord 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 Offer Space on such more favorable Economic Terms. Tenant's failure to elect to lease the First Offer Space upon such more favorable Economic Terms by written notice to Landlord within three (3) 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 Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(ii) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (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 offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after Business Days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise (the “First Offer Exercise Notice”) irrevocably exercising its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise Notice on the terms contained in such notice, except that, if Tenant wishes to dispute Landlord’s determination of First Offer Rent or the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms 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 Tenant shallthe First Offer Rent or the First Offer Renewal Rent, for a period of fifteen (15as the case may be, shall be determined in accordance with Sections 2.6(c) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsand 2.6(f) below. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in deliver the First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer to Landlord within the five ten (510) business day 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 Business Day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right for a period of first offer shall terminate as to the First Offer Space described in twelve (12) months following Landlord’s delivery of the First Offer Notice; provided, however, that Tenant’s continuing First Offer Right for such space shall thereafter arise only following the expiration of such twelve (12) month period if Landlord has failed to lease such space or following the expiration or earlier termination of such lease of such space (including renewals thereof). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to On or before the space described in the First Offer Notice, then within date which is five (5) business days after delivery Tenant’s receipt of the Landlord’s First Offer Notice to Tenant(the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant's exercise its ’s Election Notice”) pursuant to which Tenant shall have the right of first offer with respect to elect either to: (i) lease the entire space applicable First Offer Space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen ; or (15ii) 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 refuse to lease the space described in the First 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 such First Offer Space described identified in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offeroffer provided herein, if at all, with respect to all of the space First 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. 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 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 Offer 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 wishes to exercise Tenant's right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five (5) business days after delivery of the First Offer Refusal Notice to TenantTenant (the "ELECTION DATE"), Tenant shall deliver written notice to Landlord of Tenant's exercise its right of first offer 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 Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept Refusal Notice upon the Economic Terms set forth in the First Offer Refusal Notice and the same non-economic Terms as set forth in this Lease; (ii) refuse to lease such First Refusal Space identified in the First Refusal 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 specifying that such Economic Terms. If Tenant does refusal is not so notify Landlord that it does not accept based upon the Economic Terms set forth by Landlord in the First Offer Notice concurrently with Refusal Notice, but upon Tenant's exercise lack of the first offer rightneed for such First Refusal Space, the Economic Terms shall be as set forth in the which event Landlord may lease such First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects Refusal Space 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 Offer Notice to anyone to whom Landlord desires any entity on any terms Landlord desires and Tenant's right of first offer refusal set forth herein shall thereupon terminate as and be of no further force or effect; or (iii) refuse to lease the First Offer Space described Refusal Space, specifying that such refusal is based upon the Economic Terms set forth in the First Offer Refusal 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 Refusal Space from Landlord. Notwithstanding anything 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, if (1) the Economic Terms of Landlord's proposed lease to said third party are more 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 offer, if at all, with respect to all or (2) the size of the space First Refusal Space to be leased to such third party is less than the size of the First Refusal Space offered by to Tenant, before entering into such third party lease, Landlord to shall notify Tenant at any particular time, of such more favorable Economic Terms (or such reduced size) and Tenant may shall have the right to lease the First Refusal Space upon such more favorable Economic Terms (or as to such reduced size) by delivering written notice thereof to Landlord within two (2) business days after Tenant's receipt of Landlord's notice. If Tenant does not elect to lease only a portion thereofsuch space from Landlord within said two (2) business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and Tenant's right of first refusal set forth herein shall thereupon terminate and be of no further force or effect.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five ten (510) business days after delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant's exercise of its right of first offer refusal with respect to the entire space described in the First 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 Offer Refusal 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 set 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 Refusal Notice. In addition, if If Tenant does not unconditionally exercise its right of first offer refusal within the five ten (510) business day 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 Offer Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer refusal shall terminate as to the First Offer Refusal Space described in the First Offer Refusal Notice; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more than ten percent (10%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Refusal Notice, Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease such First Refusal Space on such more favorable Economic Terms. Tenant's failure to elect to lease the First Refusal Space upon such more favorable Economic Terms by written notice to Landlord within three (3) 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 Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. Furthermore, if Landlord fails to enter into a lease with a third (3rd) party for such First Refusal Space 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 Landlord'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 2.4.2 above, Tenant shall have a continuing right of first refusal to lease such First Refusal Space after the expiration or earlier termination of such third (3rd) party lease, and the new third (3rd) party lease for such First Refusal Space shall be deemed to be a Superior Lease, and Tenant’s continuing right of first refusal shall thereafter be subject the Superior Rights associated with such Superior Lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offerrefusal, if at all, with respect to all of the 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 thereofthereof unless Landlord expressly provides to the contrary in the applicable First Refusal Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business calendar days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 Offer Notice, Landlord and Tenant shall, for a period of fifteen twenty- one (1521) calendar 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business calendar day 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 twenty-one (1521) calendar day period, then Landlord shall be free to lease the space described in the First 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 space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the Offsite First Offer Notice, then within five fifteen (515) business days after of delivery of the Offsite First Offer Notice to Tenant (“Tenant’s Offsite Exercise Period”), Tenant shall deliver notice to Offsite Landlord of Tenant's ’s election to exercise its right of first offer with respect to the entire space described in the Offsite First Offer Notice on the Economic Terms contained in such Offsite First 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 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 Offsite Landlord that it does not accept the Economic Terms set 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. In addition, if Tenant does not exercise its right of first offer within the five such fifteen (515) business day 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 Offsite Landlord shall be free to lease the space described in the Offsite First Offer Notice to anyone to whom Offsite Landlord desires on any terms Offsite Landlord desires and Tenant's right of first offer any such lease shall terminate as to the become an Intervening Lease; provided, however, Offsite Landlord shall not lease such Offsite First Offer Space described to a third party on Economic Terms less than ninety percent (90%) as favorable to Offsite Landlord as the Economic Terms offered in the such Offsite First Offer NoticeNotice to Tenant (as determined using a Net Equivalent Lease Rate, as defined in Exhibit H attached hereto), without first providing Tenant with a new Offsite First Offer Notice on such reduced Economic Terms. If Offsite Landlord provides such a new Offsite First Offer Notice to Tenant, Tenant’s Offsite Exercise Period with respect to such new First Offer Notice shall be a period of ten (10) days. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Offsite Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the a First Offer Notice, then within five ten (510) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord (the “First Offer Exercise Notice”) of Tenant's ’s intention either (a) to exercise its right of first offer with respect to the entire space described in such First Offer Notice on the terms contained therein, or (b) to exercise its right of first offer with respect to the entire space described in such First Offer Notice, subject to Tenant’s objection to the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms Rent set forth in the First Offer Notice, Landlord and Tenant shallin which event the First Offer Rent shall be determined by arbitration in accordance with the terms of Section 2.2.3 of this Lease, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsbelow. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in timely deliver 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 Exercise Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 Offer Notice to anyone to whom Landlord desires on any terms Landlord desires desires, and Tenant's ’s right of first offer set forth in this Section 1.5 shall terminate as to all of the First Offer Space described in the First Offer NoticeNotice until it again becomes available (i.e., until such time as Landlord enters into an Interim Lease with respect to such First Offer Space), in which event the tenant under such Interim Lease shall become a Superior Right Holder and Tenant’s right of first offer set forth in this Section 1.5 shall be subordinate to all rights of such tenant with respect to such First Offer 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 offer, if at all, offer with respect to less than all of the space offered by Landlord to in such First Offer Notice, provided that in such event Tenant at any particular time, and Tenant may not elect to lease only a portion thereofmust exercise its right of first offer in full-floor increments.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer to lease with respect to the space described in the a First Offer Notice, then within five ten (510) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord of Tenant's exercise irrevocably exercising its right of first offer to lease with respect to the entire space described in the such First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First 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 Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day 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 such First Offer Notice to anyone to whom Landlord desires and on any economic and noneconomic terms desired by Landlord; provided, however, if Landlord desires and does not enter into a lease with a third party for the applicable First Offer Space within 270-days after delivery of the First Offer Notice to Tenant's right of first offer , Landlord shall terminate as not thereafter engage in other lease negotiations with respect to the First Offer Space described in the without again delivering a First Offer NoticeNotice to Tenant and making such First Offer Space available to Tenant on the terms contained in this Section 1.4. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offerto lease, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right to lease 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, subject to Landlord's above described obligation to re-offer the applicable First Offer Space to Tenant if it fails to enter into a lease with a third party for the applicable First Offer Space within 270-days after delivery of the First Offer Notice to Tenant, Tenant's right to lease as set forth in this Section 1.4 shall terminate as to all of the space described in such First Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to On or before the space described in the First Offer Notice, then within date that is five (5) business days after delivery Avalara’s receipt of a First Offer Notice (the “Election Date”), Avalara may, at its option, deliver an irrevocable, unqualified, unconditional notice to Owner electing to lease the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise its right of first offer with respect to the entire space described Space identified in the such First Offer Notice. If concurrently with Tenant's exercise of Notice upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right(“Avalara’s Election Notice”), the Economic Terms and Avalara’s Election Notice shall be affirmatively state that Avalara is either (A) accepting Owner’s Market Rate determination (as set forth in the First Offer Notice) as the First Offer Rent, or (B) rejecting Owner’s Market Rate determination (as set forth in the First Offer Notice) as the First Offer Rent, and if Avalara rejects Owner’s Market Rate determination (as set forth in the First Offer Notice), then the parties shall follow the procedure set forth in Section 1.10 below, and the Market Rate shall be determined in accordance with the terms of Section 1.10 below. In addition, if Tenant does not Avalara may exercise its right Right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects First Offer only with respect to Landlord's determination all 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 First Offer Space identified in the First Offer Notice to anyone to whom Landlord desires on any and only upon the terms Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space described set forth in the First Offer Notice. Notwithstanding anything If Avalara does not deliver Avalara’s Election Notice to Owner on or before the contrary contained hereinElection Date, Tenant must elect then Avalara shall have no further rights hereunder to exercise its right lease the First Offer Space identified in the First Offer Notice. Time is of first offerthe 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 Avalara of a First Offer Notice shall be deemed to be a counter-offer to, if at alland a rejection of, such First Offer Notice. If Avalara’s Election Notice is not a written, unqualified, unconditional, irrevocable acceptance of the First Offer 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 all of the space offered by Landlord to Tenant at any particular time, First Offer Space identified therein and Tenant may not elect Owner shall thereafter have the right to lease only 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 thereofof 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 Lessee wishes to exercise TenantLessee's right of first offer with respect to the space described in the First Offer Notice, then within five two (52) business days after delivery of the First Offer Notice to TenantLessee, Tenant Lessee shall deliver notice to Landlord Lessor of TenantLessee's exercise of its right of first offer with respect to the entire space described in and on the First 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 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 set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as terms set forth in the First Offer Notice. In addition, if Tenant If Lessee does not exercise its right of first offer within the five two (52) business day 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 Lessor shall be free to lease the space described in the First 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 Tenantif Lessor enters into such a lease with said prospective tenant, Lessee's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice, except as provided in (iv) below. The term "substantially more favorable" shall mean that the net effective rent offered to the prospective tenant is ninety-five percent (95%) or less of the net effective rent set forth in the First Offer Notice. The term "net effective rent" shall mean the net rental amount to be 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. If Lessor desires to 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 Offer Space to the prospective tenant ("Revised First Offer Notice") and Lessee shall deliver notice to 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 two (2) business days after delivery of the Revised First Offer Notice to Lessee. If Lessee does not timely exercise its right of first offer within such two (2) business day period, then Lessor shall be free to lease the space described in the Revised First Offer Notice to anyone whom Lessor desires. Notwithstanding anything to the contrary contained herein, Tenant Lessee must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord Lessor to Tenant Lessee at any particular time, and Tenant Lessee may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space Refusal Space described in the First Offer Refusal Notice, then within five (5) business days after of delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise of its right of first offer refusal with respect to all of the entire space Refusal Space described in the First Offer Notice. If concurrently with Tenant's exercise of Refusal Notice at the first offer right, Tenant notifies Landlord that it does not accept rent (the Economic Terms set forth "Refusal Space Rent") and for the full term identified in the First Offer Refusal Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate upon the other fundamental economic terms and conditions contained in good faith to reach agreement as to such Economic TermsRefusal Notice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the such five (5) business day period, or, if Tenant exercises period of Tenant's exercise of its right of 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 periodrefusal, then Landlord shall be free to enter into a lease for the space described 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 First Offer Notice bona-fide third party offer, and (b) mutually executed and delivered within six (6) months of the date that Tenant fails to anyone to whom Landlord desires on any terms Landlord desires and 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 offer refusal for the Refusal Space shall terminate 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 First Offer Space described in rights of the First Offer Noticetenant under the Third Party Lease with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease, all extensions and renewals thereof, 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 the contrary contained contrary, if Tenant exercises its right of first refusal with respect to the Refusal Space, then Tenant's right to extend the Lease Term pursuant to Section 6 of this Second Amendment shall applicable to the Refusal Space with the same force and effect as such rights are applicable to the Premises (as described herein); provided, however, Tenant must elect to exercise its right of first offer, if at all, such rights with respect to all of the 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 thereofof the then-existing Premises.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five fifteen (515) business days after following delivery of the First Offer Notice to Tenant, Tenant shall deliver notice (the "First Offer Exercise Notice") to Landlord of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If Notice on the terms contained in such notice, and concurrently with Tenant's exercise of the first offer rightsuch exercise, Tenant notifies Landlord that it does not accept may, at its option, object to the Economic Terms set forth First Offer Rent contained in the First Offer Notice, Landlord in which case the parties shall follow the procedure, and Tenant shallthe First Offer Rent shall be determined, for a period of fifteen as set forth in Section 2.2.4 below (15) days after Tenant's exercise, negotiate in good faith as if the First Offer Rent were the Option Rent referred to reach agreement as to such Economic Termstherein). If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in deliver the First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer to Landlord within the five (5) business day 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 periodperiod set forth above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires and on any terms Landlord desires and (an "Intervening Lease") provided that any expansion rights in any such Intervening Lease shall be subordinate to Tenant's first offer rights set forth in this Section 1.3, provided further that (i) if Landlord does not enter into a lease of such space within nine (9) months after delivery of the First Offer Notice, then such space shall again be subject to the right of first offer shall terminate as set forth herein, and (ii) prior to entering into a lease for a portion of the space offered in the First Offer Space described 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 shall first deliver a revised First Offer Notice to Tenant on such more favorable terms on the terms of this Section 1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at in any particular timeFirst Offer Notice, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five seven (57) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five seven (57) business day 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 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to On or before the space described in the First Offer Notice, then within date that is five (5) business days Business Days after delivery Tenant’s receipt of a First Offer Notice (the “Election Date”), Tenant may, at its option, deliver an irrevocable, unqualified, unconditional notice to Landlord electing to lease the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise its right of first offer with respect to the entire space described Space identified in the such First Offer Notice. If concurrently with Tenant's exercise of Notice upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 terms set forth in the First Offer Notice concurrently with (“Tenant's exercise of the first offer right’s Election Notice”), the Economic Terms which Tenant’s Election Notice shall be affirmatively state that Tenant is either (A) accepting Landlord’s Market Rate determination (as set forth in the First Offer Notice. In addition) as the First Offer Rent, if Tenant does not exercise its right of first offer within the five or (5B) business day period, or, if Tenant exercises its first offer right but timely objects to rejecting Landlord's ’s Market Rate 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 as set forth in the First Offer Notice Notice) as the First Offer Rent, and if Tenant rejects Landlord’s Market Rate determination (as set forth in the First Offer Notice), then the parties shall follow the procedure set forth in Section 9 below, and the Market Rate shall be determined in accordance with the terms of Section 9 below. Tenant may exercise its Right of First Offer only with respect to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right all of first offer shall terminate as to the First Offer Space described identified in such First Offer Notice and only upon the terms set forth in the First Offer Notice. Notwithstanding anything If Tenant does not deliver Tenant’s Election Notice to Landlord on or before the contrary contained hereinElection Date, then Tenant must elect shall have no further rights hereunder to exercise its right lease the First Offer Space identified in a First Offer Notice. Time is of first offerthe essence of this provision and Tenant acknowledges and agrees that Landlord will have no obligation to lease to Tenant any First Offer Space identified in a First Offer Notice if Tenant does not deliver Tenant’s Election Notice to Landlord on or before the Election Date. Any qualified or conditional acceptance by Tenant of a First Offer Notice shall be deemed to be a counter-offer to, if at alland a rejection of, such First Offer Notice. If Tenant’s Election Notice is not a written, unqualified, unconditional, irrevocable acceptance of the First Offer Notice, or is not delivered on or before 5:00 p.m. on the Election Date, then Tenant shall be deemed to have rejected the First Offer Notice. If Tenant rejects or is deemed to have rejected a First Offer Notice for any reason, the Right of First Offer shall automatically terminate and be of no further force or effect with respect to all of the space offered by First Offer Space identified therein and Landlord to Tenant at any particular time, and Tenant may not elect shall thereafter have the right to lease only all or any portion of such First Offer Space to any person on any terms and conditions Landlord desires (including terms and conditions more favorable than the terms and conditions set forth in such First Offer Notice); provided, however, in the event that Landlord fails to enter into a lease with a third-party for all or any portion thereofof such First Offer Space within six (6) months following the date on which Tenant rejects (or is deemed to have rejected) a First Offer Notice, then Tenant’s Right of First Offer with respect to such First Offer Space shall automatically renew and Landlord shall again be obligated to provide Tenant with a First Offer Notice for such First Offer Space in the event that such First Offer Space becomes available for lease to third parties and Landlord has received a Third Party Offer for such First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise ------------------------ Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise (the ‘‘First Offer Exercise Notice’’) irrevocably exercising its right of first offer with respect to one (1) full floor of the entire space Building as described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 Termsterms contained therein. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day 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 such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate that are not ‘‘materially more favorable’’ (as to defined below) than the First Offer Space described terms set forth in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all one (1) entire full floor of the space Building as offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion 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 6 shall terminate as to all of the space described in such First Offer 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 6. 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 right of first offer refusal with respect to the space First Refusal Space described in the First Offer Refusal Notice, then within five ten (510) business days after of delivery of the First Offer Refusal Notice to TenantTenant (the "Election Period"), Tenant shall deliver notice to Landlord written notice (an "Election Notice") of Tenant's exercise of its right of first offer refusal with respect to all of the entire space First Refusal Space described in the First Offer Notice. If concurrently with Tenant's exercise of Refusal Notice at the first offer rightrent, Tenant notifies Landlord that it does not accept for the Economic Terms set forth term and upon the other fundamental economic terms and conditions contained in the such First Offer Refusal Notice, Landlord including, but not limited to rental concessions 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 Termsimprovement allowances. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with within such Election Period of Tenant's exercise of the its first offer refusal right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if or Tenant does affirmatively elects not to exercise its such first refusal right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination either of the Economic Terms and if Landlord and Tenant are unable foregoing being referred to reach agreement on such Economic Terms within said fifteen (15) day periodherein as a "First Refusal Rejection"), then Landlord shall be free to negotiate and enter into a lease the space described in for the First Offer Notice Refusal Space to anyone to whom Landlord it desires on any terms Landlord desires and Tenant's right of first offer shall terminate as it desires; provided, however, to the extent such third party lease of First Offer Refusal Space described would be on “Economic Terms,” as that term is defined hereinbelow, which on a per rentable square foot basis are (in the aggregate) less than ninety-five percent (95%) of the Economic Terms (in the aggregate) on a per rentable square foot basis offered to Tenant in the applicable First Offer Refusal Notice, then Landlord shall deliver another First Refusal Notice (the "Additional Notice") to Tenant offering such more favorable terms to Tenant (provided that 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). Notwithstanding anything to the contrary contained herein, If Tenant must elect thereafter wishes to exercise its right of first offer, 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 offered by 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 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 thereofabated base rent, if any.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ------------------------ of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five fifteen (515) business days after delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer refusal with respect to the entire space described in the First Offer Refusal Notice. If concurrently with Tenant's exercise of the first offer refusal right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Refusal Notice, Landlord and Tenant shall, for a period of fifteen twenty (1520) 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 set forth in the First Offer Refusal Notice concurrently with Tenant's exercise of the first offer refusal right, the Economic Terms shall be as set forth in the First Offer Refusal Notice. In addition, if Tenant does not exercise its right of first offer refusal within the five fifteen (515) business day period, or, if Tenant exercises its first offer refusal 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 twenty (1520) day period, then Landlord shall be free to lease the space described in the First Offer Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer refusal shall terminate as to the First Offer Refusal Space described in the First Offer Refusal Notice; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Refusal Notice, 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 Economic Terms. Tenant's failure to elect to lease the First Refusal Space upon such more favorable 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 Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Article 32 above, Tenant shall have no further right to lease such First Refusal Space. Notwithstanding anything to Initials:______ ______ the contrary contained herein, Tenant must elect to exercise its right of first offerrefusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right rights of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five three (53) business days after delivery of the First Offer Refusal Notice to TenantTenant (the "ELECTION DATE"), Tenant shall deliver written notice to Landlord of Tenant's exercise its right of first offer 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 Offer Notice. If concurrently with Tenant's exercise of Refusal Notice upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Refusal Notice; (ii) refuse to lease such First Refusal Space identified in the First Refusal Notice, specifying that such refusal is not based upon the Terms set forth by Landlord and Tenant shallin the First Refusal Notice, for a period of fifteen (15) days after but upon Tenant's exerciselack of need for such First Refusal Space, negotiate in good faith which event Landlord may lease such First Refusal Space to reach agreement as any person or entity on any terms Landlord desires and Tenaxx'x xight of first refusal with respect to the First Refusal Space specified in Landlord's First Refusal Notice shall thereupon terminate and be of no further force or effect; or (iii) refuse to lease the First Refusal Space, specifying that such Economic Terms. If Tenant does not so notify Landlord that it does not accept refusal is based upon the Economic Terms set forth in the First Offer Notice concurrently with Refusal Notice, in which event Tenant shall also specify in Tenant's exercise of the first offer right, the Economic Election Notice revised Terms shall upon which Tenant would be as set forth in the willing to lease such First Offer NoticeRefusal Space from Landlord ("TENANT'S PROPOSED TERMS"). In addition, if Tenant If Tenaxx does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects so respond in writing to Landlord's determination of First Refusal Notice by the Economic Terms and if Landlord and Election Date, Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free 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 Tenant's Proposed Terms; or (b) lease the space described in the First Offer Notice Refusal Space to anyone to whom Landlord desires on any person or entity upon any terms Landlord desires and Tenant's right of first offer shall terminate as refusal with respect to the First Offer Refusal Space described specified in Landxxxx'x Xirst Refusal Notice shall thereupon terminate and be of no further force or effect; provided, however if Landlord intends to lease the First Offer Notice. Notwithstanding anything Refusal Space upon terms equal to or more favorable to such third party than Tenant's Proposed Terms, then Tenaxx'x Xight of First Refusal will not terminate and the contrary contained herein, Tenant must elect provisions of this Section 34 shall apply again to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofsuch proposed leasing.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Phase 2 Right of first offer First Offer with respect to the space described in the Phase 2 First Offer Notice, then within five ten (510) business days after of delivery of the Phase 2 First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's Phase 2 First Offer Exercise Notice") of Tenant's election to exercise its right Phase 2 Right of first offer First Offer with respect to the entire space described in the Phase 2 First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First 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 Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the deliver Tenant's Phase 2 First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (5) business day 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 (1510) day 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 Offer Notice to anyone to whom Landlord (or such affiliate of Landlord) desires on any terms Landlord desires (or such affiliate of Landlord) desires; provided, however, during the 180-day period following the initial delivery of the Phase 2 First Offer Notice to Tenant, if the Economic Terms that Landlord (or such affiliate of Landlord) is prepared to accept under a Third Party Lease are greater than seven and Tenant's right of first offer shall terminate as five-tenths percent (7.5%) more favorable to the First Offer Space described in tenant than the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a Net Equivalent Lease Rate), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and 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 "Phase 2 New Offer Terms") to Tenant by written notice (the "Phase 2 Additional Notice") setting forth the Phase 2 New Offer Terms, and Tenant may shall have five (5) business days from Tenant's receipt of the Phase 2 Additional Notice to accept the Phase 2 New Offer Terms set forth in the Phase 2 Additional Notice (which procedure shall be repeated until Landlord (or such affiliate of Landlord) enters into a lease or lease amendment with respect to such Phase 2 First Offer Space which does not elect require Landlord to deliver another Phase 2 Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Phase 2 Right of First Offer, as applicable). If Landlord (or such affiliate of Landlord) does not lease only the Phase 2 First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Phase 2 Additional Notice prior to entering into a portion thereofThird Party Lease for Phase 2 First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise TenantTxxxxx's right of first offer with respect to the space described in the a First Offer Notice, then within five fifteen (515) business days after of delivery of the such First Offer Notice to Tenant (“Tenant’s Exercise Period”), Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space First Offer Space described in the such First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 Termsterms contained therein. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five fifteen (515) business day period, orthen, if Tenant exercises its first offer right but timely objects subject to Landlord's determination the terms of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodSection 1.3.1 above, then Landlord shall be free to lease the space described in the such First 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 Noticedesires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at {3925-00031/01363433;7} -6- SHORES CENTERSoleno Therapeutics, Inc. all, with respect to all of the space First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of first offer with respect to the First Offer Space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice within fifteen (15) business days of delivery thereof, then Txxxxx's right of first offer as set forth in this Section 1.3 shall not apply for twelve (12) months thereafter to the extent of the space covered by the First Offer Notice and, subject to the terms of Section 1.3.1 above, Landlord shall be free to lease such space and/or otherwise grant options or rights to such space on any terms and conditions whatsoever free and clear of the First Offer Right.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First Offer Notice, Landlord such notice and Tenant shall, for a period of fifteen ten (1510) business days after thereafter Tenant and Landlord shall negotiate the particular terms of Tenant's exercise, negotiate ’s lease of the First Offer Space with each party acting in good faith to reach agreement as to such Economic Termsand with due diligence. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and period for initial notice or if Landlord and Tenant are unable fail to reach agreement on such Economic Terms acceptable terms within said fifteen the ten (1510) business day negotiation period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires for a period of sixty (60) days and Tenant's right if Landlord fails to lease the space within such period or if the size of first offer First Offer Space shall terminate as change by more than twenty percent (20%) Landlord shall be required to provide notice again in accordance with this Section 1.3 prior to leasing the First Offer Space described in the First Offer Noticeto another party. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthereof unless Landlord agrees, in Landlord’s sole discretion, to Tenant’s request to lease a different square footage.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's ’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen five (155) business days after Tenant's ’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 set forth in the First Offer Notice concurrently with Tenant's ’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's ’s determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen five (155) business day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer shall terminate as to the First Offer Space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five ten (510) business days after delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice (the “ROFR Exercise Notice”) to Landlord of Tenant's ’s exercise of its right of first offer refusal with respect to the entire space described in the First Offer NoticeRefusal Notice and on the First Refusal Economic Terms contained therein. 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 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 set 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. In addition, if Tenant does not exercise its right of first offer refusal within the five ten (510) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination period (on all of the First Refusal Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodTerms), then Landlord shall be free to lease the space described in the First Offer Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer refusal set forth in this Section 7 shall terminate as thereupon automatically terminate; provided, however, that 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 six (6) 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 prior to the first time after such 6-month period that Landlord intends to submit a First Offer Space described Refusal Notice, provided that no Superior Right holder wishes to lease such space in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Offer Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offerrefusal, 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 thereofthereof or object to any of the First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as ; provided, however, that if Landlord intends to the First Offer Space described enter into a lease upon Economic Terms which are more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of Landlord shall first offer, if at all, with respect to all of the space offered by Landlord deliver written notice to Tenant at any particular time, and ("Second Chance Notice") providing Tenant may not elect with the opportunity to lease only a portion thereof.the First Offer Space on such more

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the a First Offer Notice, then within five ten (510) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s intention to exercise its right of first offer with respect to the entire space described in the such First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the terms contained therein (other than Landlord’s proposed First Offer NoticeRent, Landlord the parties acknowledging that the actual First Offer Rent shall be determined in accordance with Section 8.1.3 and Tenant shallSection 10, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsbelow). If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day 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 such First 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 Noticedesires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion 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 Offer 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 On or before the date which is ten (10) days after Tenant’s receipt of a Landlord’s First Offer Notice (the “First Offer Election Date”), Tenant wishes shall deliver a written notice to exercise Landlord (“Tenant's ’s First Offer Election Notice”) pursuant to which Tenant shall elect either to: (i) lease the entire First Offer Space described in such Landlord’s First Offer Notice upon the Economic Terms set forth in such Landlord’s First Offer Notice and the same non-Economic Terms as set forth in this Lease; or (ii) refuse to lease the entire First Offer Space identified in Landlord’s First Offer Notice (the “Rejected First Offer Space”), in which event Tenant’s right of first offer with respect to the space described in the Rejected First Offer NoticeSpace shall thereupon automatically terminate and be of no further force or effect (subject, then within five (5) business days after delivery however to the provisions of the Section 1.4.4 below), and Landlord may thereafter lease all or any portion of such Rejected First Offer Notice Space to Tenantany person or entity on any terms Landlord desires (subject, Tenant shall deliver notice to Landlord of Tenant's exercise its right of first offer with respect however to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise provisions of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 TermsSection 1.4.4 below). If Tenant does not so notify respond in writing to Landlord’s First Offer Notice by the First Offer Election Date, then Tenant shall be deemed to have elected the option described in clause (ii) hereinabove. If Tenant timely delivers to Landlord that it does not accept Tenant’s First Offer Election Notice as described in clause (i) hereinabove, then Tenant shall lease the applicable First Offer Space identified in Landlord’s First Offer Notice upon the Economic Terms contained therein and the non-Economic Terms set forth in this Lease. Notwithstanding anything in this Section 1.4 to the First Offer Notice concurrently with contrary, Landlord acknowledges and agrees that Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its ’s right of first offer within the five (5) business day 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 any applicable First Offer Space not previously identified in the any Landlord’s First 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered delivered by Landlord to Tenant at any particular time, and Tenant may shall not elect terminate as a result of Tenant’s election or deemed election to refuse to lease only any other applicable First Offer Space so identified in a portion thereofsubsequent Landlord’s First Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the a First Offer Notice, then within five ten (510) business days after of delivery of the such First Offer Notice to TenantTenant (the ‘Exercise Period’), Tenant shall deliver notice (the ‘First Offer Exercise Notice’) to Landlord of Tenant's ’s irrevocable exercise of its right of first offer with respect to the entire space described in the such First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 Termsterms contained therein. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (5) business day 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 (1510) day period, then notwithstanding any contrary provision of this Section 1.2.2, Landlord shall be free to lease the space described in the such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right (any lease of first offer such space to a third party shall terminate be referred to herein as to the First Offer Space described in the First Offer Noticean ‘Intervening Lease’). Notwithstanding anything to the contrary contained herein, Tenant must elect clcct to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion 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 659835.03/WLA 888888-00374/5-24-10/jdk/jdk -0- XXXX XXXXXXX PLAZA [BrightSource Energy, Inc.] Offer Notice within ten (10) days of delivery thereof, then Landlord thereafter shall have the right to enter into Intervening Leases with respect to the space described in such First Offer Notice and Tenant shall have no further right to lease such space pursuant to this Section 1.2 unless and until (A) Landlord does not enter into an Intervening Lease for such space prior to the date occurring nine (9) months after Landlord’s delivery of the First Offer Notice for such space to Tenant, or (B) any such space becomes available for lease to third parties after the expiration or termination of any such Intervening Lease, and provided that no Superior Right Holder then wishes to lease such space, in which event the terms of this Section 1.2 (specifically including Section 1.2.1 above) shall once again apply with respect to such space. The terms of the Tenant Work Letter attached to this First Amendment as Exhibit B shall not apply to the construction of any improvements in the First Offer Space.”;

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Right of first offer First Offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer NoticeNotice on the terms contained in such notice. If concurrently with Tenant's exercise of the first offer rightIf, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day period, or, if Tenant exercises its first offer right but timely objects to Landlorddoes not deliver Tenant'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 periodFirst Offer Exercise Notice, then Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires; provided, however, during the 180-day period following the initial delivery of first offer shall terminate as to the First Offer Space described in Notice to 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -6- CXXXXXX HIGHLINE 1173, 1167 & 1000 Xxxxxxx Xxxxxx Roku, Inc. Tenant, if the First Offer Notice. Notwithstanding anything Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than ten percent (10%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a "Net Equivalent Lease Rate", as defined in Exhibit F attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and 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 (the "Additional Notice") setting forth the New Offer Terms, and Tenant may shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not elect require Landlord to deliver another Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Right of First Offer, as applicable). If Landlord does not lease only the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Additional Notice prior to entering into a portion thereofThird Party Lease.

Procedure for Acceptance. If Tenant wishes to exercise On or before the date which is seven (7) days after Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery receipt of the Landlord's First Offer Notice to Tenant(the "ROFO Election Date"), Tenant shall deliver written notice to Landlord of Tenant's exercise its (the "ROFO Election Notice") pursuant to which Tenant shall have the right of first offer with respect to elect either to: (i) lease the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Space upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen ; or (15ii) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsnot lease the First Offer Space. If Tenant does not so notify Landlord that it does deliver the ROFO Election Notice electing one of the options in clauses (i) or (ii) hereinabove by the ROFO Election Date, then Tenant shall be deemed to have elected not accept the Economic Terms set forth in to lease the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in Space. If Tenant elects or is deemed to have elected not to lease the First Offer Notice. In additionSpace, if Tenant does not exercise its then Tenant's right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms set forth in this Section 8 shall terminate 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 thereafter have the right to lease the space described in all or any portion of the First Offer Notice Space to anyone to whom Landlord desires on any terms Landlord desires desires. If Tenant timely and Tenant's right of first offer shall terminate as properly delivers the ROFO Election Notice to Landlord electing to lease the First Offer Space described upon the terms set forth in such First Offer Notice, then (A) concurrently with Tenant's delivery of the ROFO Election Notice, Tenant shall deliver to Landlord cash in an amount equal to the Base Rent payable by Tenant for the First Offer NoticeSpace for the first (1st) month of the First Offer Term (the "ROFO Pre-Paid Rent"), which ROFO Pre-Paid Rent shall be credited against the Base Rent payable by Tenant for the First Offer Space for the first (1st) month of the First Offer Term, and (B) Landlord and Tenant shall promptly execute an amendment to the Lease, as amended hereby, covering the First Offer Space and the lease terms thereof. Notwithstanding anything in this Section 8 to the contrary contained hereincontrary, Tenant must elect to exercise its right of first offer, if at all, offer herein with respect to all of the space offered by Landlord to Tenant at any particular time, entire First Offer Space and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ’s Right of first offer First Offer with respect to the space Offer Space described in the a First Offer Notice, then within on or before that date (the “First Offer Exercise Date”) that is five (5) business days after following delivery of the such First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord (“First Offer Exercise Notice”) irrevocably exercising its Right of Tenant's exercise its right of first offer First Offer with respect to the entire space Offer Space described in such First Offer Notice on the terms contained in such First 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 timely deliver a First Offer Exercise Notice to Landlord on or before the First 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodExercise Date, then Landlord shall be free to lease the space described in the such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer Tenant shall terminate as have no further rights under this Section 1.3 with respect to the First Offer Space particular space described in the such First Offer Notice; provided, however, if Landlord desires to enter into a lease of such Offer Space with a prospective tenant within two hundred seventy (270) days following the relevant First Offer Exercise Date, but such lease would be on Economic Terms (as defined below) that are more than ten percent (10%) more favorable to such prospective tenant than the most favorable Economic Terms offered by Landlord to Tenant, then, Landlord shall deliver another First Offer Notice to Tenant with respect to such Offer Space, which First Offer Notice shall contain the more favorable Economic Terms prior to entering into a lease of such Offer Space. As used in this Section 1.3, “Economic Terms” shall refer to the following terms, which for purposes of comparison shall be aggregated to determine a net effective rent: (A) the fixed rental rate and any applicable escalations thereto (including the intervals and rates of such escalations); (B) all applicable terms related to operating expense and tax reimbursements (e.g., any “base year” or “expense stop” applicable thereto); (C) the amount of any tenant improvement allowance or the value of any work to be performed by Landlord in connection with the lease of such Offer Space (which amount is a deduction from the cost to Tenant or such other party); and (D) the amount of free rent (which amount is a deduction from the cost to Tenant or such other party). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right Right of first offerFirst Offer, if at all, with respect to all of the space particular Offer Space offered by Landlord to Tenant at any particular time, pursuant to a First Offer Notice and Tenant may not elect to lease only a portion thereofof such Offer Space. Time is of the essence with respect to the giving of any First Offer Exercise Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after following delivery of the First Offer Notice to Tenant, Tenant shall deliver notice (the “First Offer Exercise Notice”) to Landlord of Tenant's ’s election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First 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 Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodperiod set forth above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires desires; provided, however, if Landlord offers to lease the applicable First Offer Space (or any portion thereof) to a third party upon Economic Terms which, calculated on any a “Net Equivalent Lease Rate” basis pursuant to the process set forth in Exhibit G, attached hereto, are (in the aggregate) equal to or less than ninety-five percent (95%) of the Net Equivalent Lease Rate of the Economic Term set forth in Landlord’s final offer to Tenant for such First Offer Space, then Landlord shall again offer such First Offer Space to Tenant on the Economic Terms offered to such third-party tenant by delivering another First Offer Notice to Tenant, which shall be subject to all of 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 desires and Tenant's right Tenant acknowledge that the lease term offered to such third party tenant may be different than the lease term of first offer shall terminate as to the First Offer Space described for Tenant as set forth in the First Offer NoticeSection 1.11.6, below. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space First Offer Space offered by Landlord to Tenant at any particular timeTenant, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the applicable First Offer NoticeSpace, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the applicable First Offer Notice. If concurrently with Tenant's exercise of Space on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First 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 terms set forth in the First Offer Notice concurrently with Tenant's (the “Acceptance Notice”). If Tenant does not elect to exercise its right to lease the applicable First Offer Space within such ten (10) business day period (the “Exercise Period”), then Landlord may lease the 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 first offer rightExercise Period, then Landlord must deliver a new First Offer Notice to Tenant prior to entering into a lease agreement with respect to the Economic Terms space described in original First Offer Notice and the procedures set forth in this Section 12.3 shall be as apply to such new First Offer Notice. “Substantially More Favorable Terms” shall mean that the average “net effective rent” (defined below) offered to the potential tenant is less than ninety-five percent (95%) of the average net effective rent set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within The term “net effective rent” shall mean the five (5) business day period, or, if Tenant exercises its first offer right but timely objects net rental amount to be paid to Landlord's determination , 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 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 term proposed under the First Offer Notice to anyone to whom Landlord desires on any or the terms Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Noticepotential tenant, as applicable). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeapplicable First Offer Space, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord of Tenant's exercise (the “First Offer Exercise Notice”) irrevocably exercising its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise Notice on the terms contained in such notice, except that, if Tenant wishes to dispute Landlord’s determination of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms First Offer Rent (as defined below) set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after then Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not ’s First Offer Exercise Notice shall so notify Landlord that it does not accept the Economic Terms set forth of such dispute (and in such event the First Offer Notice concurrently Rent shall be determined in accordance with Tenant's exercise Section 2.2.3 of the first offer rightLease, as if the Economic Terms shall be as set forth in term “Option Rent” was “First Offer Rent”). Subject to Section 1.4.7 below, if Landlord does not receive the First Offer Notice. In addition, if Tenant does not exercise its right of first offer Exercise Notice within the five such ten (510) business day 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 Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and (an “Intervening Lease”); provided, however, that Tenant's ’s ongoing right of first offer for such First Offer Space shall terminate as thereafter arise only following the expiration or earlier termination of such Intervening Lease (including renewals and extensions pursuant to 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 Offer Space described Rent set forth in the First Offer Notice, then Tenant shall be deemed to have disputed Landlord’s determination of First Offer Rent set forth in the First Offer Notice. Notwithstanding anything any provision to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five (5) business days after delivery of the First Offer Refusal Notice to TenantTenant ("Election Date"), Tenant shall deliver an unconditional, irrevocable notice to Landlord of Tenant's exercise of its right of first offer refusal with respect to the entire space described in the First Offer NoticeRefusal Notice and on the First Refusal Economic Terms contained therein. 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 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 set 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. In addition, if Tenant does not exercise its right of first offer refusal within the five applicable time period (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination on all of the First Refusal Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodTerms), then Landlord shall be free to lease the space described in the First Offer Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires desires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the 879352.05/SD374622-00001/3-28-19/MLT/bp -3- GENESIS SSF - TWO TOWER PLACE[Fluidigm Corporation] First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms (such more favorable terms in the Second Chance Notice are referred to herein as the "Second Chance Economic Terms"). For purposes hereof, Second Chance Economic Terms shall be materially more favorable to a third party if such Second Chance Economic Terms reflect a net effective rental rate (including any rent abatement and tenant improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as the First Refusal Economic Terms initially proposed by Landlord in the First Refusal Notice. Tenant's failure to elect to lease the First Refusal Space upon such Second Chance Economic Terms by written notice to Landlord within five (5) business days after Tenant's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant's election not to lease such space upon such Second Chance Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires, subject to Landlord’s obligation to deliver Tenant a further Second Chance Notice under the circumstances set forth in the preceding two (2) sentences. Except as otherwise provided above, Tenant's right of first offer refusal shall terminate as to continue in full force and effect during the Initial First Offer Space described Right of Refusal Period. After the expiration of the Initial First Right of Refusal Period, Tenant's right of first refusal shall be a one-time right (and in the event Tenant does not exercise a right of first refusal after the expiration of the Initial First Offer NoticeRight of Refusal Period, then this Section 1.4 shall thereafter be deemed null and void and of no further force or effect, subject to Landlord’s obligation to deliver a Second Chance Notice as described above). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offerrefusal, 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 thereofthereof or object to any of the First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five fifteen (515) 41 Initials: ____ ____ business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five fifteen (515) business day 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) business day period, then Landlord shall be free to lease the space described in the First 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 Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ------------------------ of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 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 Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes desires to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise its right of first offer with respect refusal to lease the entire space described in a First Refusal Notice, Tenant shall deliver to Landlord its notice of exercise within fifteen (15) days of Tenant’s receipt of the First Offer Refusal Notice. If concurrently with Tenant's exercise Tenant timely exercises its right of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms refusal as set forth in the First Offer Noticeherein, Landlord and Tenant shall, for a period of fifteen within ten (1510) days after Landlord’s receipt of Tenant's ’s notice of exercise, negotiate execute an amendment to this Lease covering the space described in good faith to reach agreement as to such Economic Termsthe subject First Refusal Notice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 above-referenced fifteen (15) day periodperiod of Tenant’s election to lease the space described in the subject First Refusal Notice, then Landlord shall be free to lease the subject space to any independent third party which will deliver to Landlord a corresponding bona fide offer for the subject First Refusal Space at a net effective rent which is no more favorable than by a margin of five percent (5%) of the net effective rent which is contained in the applicable First Refusal Notice. If Landlord wishes to offer the subject space on terms more favorable to the prospective tenant, than those contained in the applicable First Refusal Notice, by a margin of five percent (5%) or greater, then Landlord must first make such offer to Tenant by delivering another First Refusal Notice to Tenant setting forth such more favorable net effective rent, and Tenant shall have ten (10) business days from Tenant’s receipt of such First Refusal Notice to elect to lease the First Refusal Space upon the terms set forth in such First Refusal Notice. If Tenant does not so timely elect to lease the space described in such First Refusal Notice, Landlord shall again be free to lease the First Offer Notice subject space to anyone to whom Landlord desires on any independent third party upon the terms Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space described set forth in the last First Offer NoticeRefusal Notice delivered to Tenant. Notwithstanding anything to the contrary contained hereinset forth in this Section 47. A .2, if Landlord does not lease the space described in a First Refusal Notice within one hundred eighty (180) days after Tenant’s receipt of such First Refusal Notice, Landlord must again offer the subject space to Tenant must elect to exercise its in accordance with the right of first offerrefusal granted to Tenant in this Section 47.A.2. If a Material Default exists at the time Tenant delivers to Landlord notice of Tenant’s exercise of a right of first refusal set forth in this Section 47.A, if at all, with respect then Landlord may elect to all invalidate Tenant’s exercise of the space offered subject right of first refusal by delivering notice (a “Invalidation Notice”) to Tenant within five (5) business days after receipt of Tenant’s notice of exercise. If such Invalidation Notice (i) is timely and properly delivered by Landlord to Tenant at any particular timein accordance to the terms of this Lease, (ii) describes the subject Material Default in reasonable detail, and (iii) states that Landlord has elected pursuant to that Invalidation Notice and the terms of this Section 47.A, to invalidate Tenant’s exercise of the subject right of first refusal under this Section 47.A, then Tenant’s notice of exercise of the subject right of first refusal shall be invalid; provided, however, such invalidation shall not prevent Tenant may from later exercising any right of first refusal under this Section 47.A through the last day permitted for the same under this Section 47.A. If Landlord fails to timely and properly deliver an Invalidation Notice in accordance with the foregoing with respect to the prior exercise by Tenant of a right of first refusal under this Section 47.A, then the earlier exercise by Tenant of its subject right of first refusal shall remain valid and in effect. It is agreed that time shall be of the essence in Landlord’s delivery of an Invalidation Notice to Tenant in accordance with the foregoing, and if any such notice is not elect so timely and properly delivered within the period specified above, Tenant will rely to lease only a portion thereofits detriment on Landlord’s failure to give such notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five (5) business days [***] after delivery of the First Offer Refusal Notice to TenantTenant (“Election Date”), Tenant shall deliver an unconditional, irrevocable notice to Landlord of Tenant's ’s exercise of its right of first offer refusal with respect to the entire space described in the First Offer NoticeRefusal Notice and on the First Refusal Economic Terms contained therein. 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 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 set 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. In addition, if Tenant does not exercise its right of first offer refusal within the five such [***] time period (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination on all of the First Refusal Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodTerms), then Landlord shall be free to lease the space described in the First Offer Notice Refusal Notice, during the [***] period after the expiration of such [***] period, to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer shall terminate as refusal with respect to the First Offer Space space described in the First Offer Refusal Space shall, subject to Section 1.4.3 below, automatically terminate and this Section 1.4, shall be deemed null and void and of no further force or effect; provided, however, that if Landlord, within such [***] period, intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms (such more favorable terms in the Second Chance Notice are referred to herein as the “Second Chance Economic Terms”). For purposes hereof, Second Chance Economic Terms shall be materially more favorable to a third party if such Second Chance Economic Terms reflect a net effective rental rate [***]. Tenant’s failure to elect to lease the First Refusal Space upon such Second Chance Economic Terms by written notice to Landlord within [***] 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 Second Chance Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires on terms not more favorable to such third party than initially proposed by Landlord in the First Refusal Notice (based on the [***] set forth above) and Tenant shall have no further right to lease such First Refusal Space set forth in the Second Chance Notice (and this Section 1.4 shall, subject to Section 1.4.3 below, be deemed null and void and of no further force or effect). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offerrefusal, 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 thereofthereof or object to any of the First Refusal Economic Terms. Landlord’s right to lease space in the New Building shall be subject to Tenant’s rights in this Section 1.4.

Procedure for Acceptance. If Tenant wishes to exercise On or before the date which is seven (7) days after Tenant's right receipt of first offer a Landlord's First Refusal Notice (the "Election Date"), Tenant shall deliver a written notice to Landlord ("Tenant's Election Notice") pursuant to which Tenant shall elect either to: (i) exercise 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 space described in the First Offer NoticeRefusal Space shall thereupon automatically terminate and be of no further force or effect, then within five (5) business days after delivery and Landlord may thereafter lease all or any portion of the such First Offer Refusal Space to any party on any terms Landlord desires. If Tenant does not so respond in writing to Landlord's First Refusal Notice to Tenantby the Election Date, Tenant shall deliver notice be deemed to have elected the option described in clause (ii) hereinabove. If Tenant timely delivers to Landlord of Tenant's exercise its right of first offer with respect to the entire space Election Notice as described in clause (i) hereinabove, then (A) Tenant shall lease the First Offer Notice. If concurrently with TenantRefusal Space upon the Economic Terms contained in such applicable Landlord's exercise of First Refusal Notice and the first offer right, Tenant notifies Landlord that it does not accept the non-Economic Terms set forth in the First Offer NoticeRefusal Notice and otherwise in accordance with this Lease, Landlord and Tenant shall, for a period of fifteen (15B) 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 set forth in the First Offer Notice concurrently with Tenant's exercise delivery of Tenant's Election Notice to Landlord, Tenant shall deliver (i) cash or a cashier's check to Landlord in the amount of the first offer right, the Economic Terms shall be as set forth in Base Rent due and payable by Tenant for the First Offer Notice. In additionRefusal Space for the first (1st) month of the initial lease term therefor (which amount Landlord shall apply to the Base Rent due and payable by Tenant for the First Refusal Space for the first (1st) month of the initial lease term therefor), and (ii) Letter of Credit or security deposit, if Tenant does not exercise its right of first offer within the five (5) business day 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 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofany.

Procedure for Acceptance. If Tenant wishes to exercise the First Opportunity to Purchase, Tenant shall notify Landlord in writing ("Tenant's right of first offer with respect to Exercise Notice") on or before 4:00 p.m. Pacific Time on the space described in the First Offer Notice, then within five thirtieth (530th) business days after delivery day following Tenant's receipt of the First Offer Notice to TenantOpportunity Notice, Tenant shall deliver notice to Landlord of or if such 30th day falls on a weekend or state or national holiday, then the next business day (the "Tenant's exercise its right Notice Period"), of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept First Opportunity to Purchase at the Economic Terms set forth in the First Offer Offered Purchase Price. Upon Landlord's receipt of Tenant's Exercise Notice, Landlord and Tenant shall, for shall use their reasonable good faith efforts to sign and deliver a period of purchase and sale agreement (the "Purchase Agreement") within fifteen (15) business days after of Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsdelivery of the Tenant's Exercise Notice. If (i) Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with timely deliver Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer Exercise Notice within the five Tenant's Notice Period, or (5ii) business day period, or, if Tenant exercises its first offer right timely delivers Tenant's Exercise Notice within the Tenant's Notice Period but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable fail, working in good faith, to reach agreement on such Economic Terms sign and deliver a Purchase Agreement within said fifteen (15) day periodbusiness days following the delivery Tenant's Exercise Notice, then Landlord shall thereafter be free to lease sell the space described in the First Offer Notice Project to anyone to whom Landlord desires any party thereafter 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered elected by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofin its sole discretion.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's ’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's ’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 set forth in the First Offer Notice concurrently with Tenant's ’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's ’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 Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer shall terminate as to the First Offer Space space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ------------------------ right of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after delivery receipt of the First Offer Notice to by Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First 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 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 Offer Notice to anyone to whom Landlord desires on any commercially reasonable terms Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthereof unless Landlord and Tenant mutually agree.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five fifteen (515) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s intention to exercise its right of first offer with respect to all or any portion Of the entire space described in the First Offer NoticeNotice on the terms contained in such notice. If In the event that, concurrently with Tenant's ’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms First Offer Rent set forth in the First Offer Notice, Landlord and Tenant shallthe First Offer Rent shall be determined in accordance with the procedures set forth in Section 2.2.2 of this Lease; otherwise, for a period of fifteen (15) days after Tenant's exercise, negotiate the First Offer Rent shall be as set forth in good faith to reach agreement as to such Economic TermsLandlord’s First Offer Notice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodperiod of Tenant’s exercise of its first offer right, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires, for a period of first offer shall terminate as to one hundred eighty (180) days commencing upon the First Offer Space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all expiration of the space offered by Landlord to Tenant at any particular fifteen (15) day period, after which time, and Tenant may not elect Tenant’s rights to lease only a portion thereofsuch space under this Section 1.6 shall renew.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Right of first offer First Offer with respect to the space described in the First Offer Notice, then within five fifteen (515) business days after of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's Notice on the terms contained in such notice; provided, however, Tenant may irrevocably exercise its right of the first offer rightwith respect to the entire space described in such First Offer Notice, Tenant notifies Landlord that it does not accept the Economic Terms but object to Landlord's determination of First Offer Rent, as set forth in the First Offer Notice, Landlord in which event the parties shall follow the procedure, and Tenant shallthe First Offer Rent for such First Offer Space shall be determined, for a period as set forth in Section 2.2.4 of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsthis Lease. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the deliver Tenant's First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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) business day period, then Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in the First 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 Noticedesires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right Right of first offerFirst Offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its Right of First Offer with respect to the First Offer Space or if Tenant fails to respond to a First Offer Notice within fifteen (15) business days of delivery thereof, then Tenant's right of first offer as set forth in this Section 1.3 shall terminate as to all of the space described in such First Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the Fifteenth Floor First Offer Notice, then within five ten (510) business days after delivery of the Fifteenth Floor First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s intention to exercise its right of first offer with respect to the entire space described in the Fifteenth Floor First Offer Notice. If concurrently with Tenant's ’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Fifteenth Floor Economic Terms Terras set forth in the Fifteenth Floor First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) business days after Tenant's ’s exercise, negotiate in good faith to reach agreement as to such Fifteenth Floor Economic Terms. If Tenant does not so notify Landlord that it does not accept the Fifteenth Floor Economic Terms set forth in the Fifteenth Floor First Offer Notice concurrently with Tenant's ’s exercise of the first offer right, the Fifteenth Floor Economic Terms shall be as set forth in the Fifteenth Floor First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's ’s determination of the Fifteenth Floor Economic Terms and if Landlord and Tenant are unable to reach agreement on such Fifteenth Floor Economic Terms within said fifteen (15) business day period, then Landlord shall be free to lease the space described in the Fifteenth Floor First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided that, if Landlord desires and Tenant's right of first offer shall terminate as to lease the same Fifteenth Floor First Offer Space described in to any third party but increase or decrease the size of such Fifteenth Floor First Offer NoticeSpace by more than ten percent (10%) or decrease the effective rent previously offered to Tenant by more than five percent (5%) (blending all concessions over the relevant term), Landlord shall be required to give Tenant another Fifteenth Floor First Offer Notice with respect to such increased or decreased Fifteenth Floor First Offer Space or such reduced rent and Tenant’s rights in connection therewith shall renew under this Section 7, except that the ten (10) and fifteen (15) business day periods set forth above shall be reduced to five (5) and ten (10) business days, respectively. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's ’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) business days after Tenant's ’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 set forth in the First Offer Notice concurrently with Tenant's ’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's ’s determination of the Economic 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 Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first 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 NoticeSpace 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 ten (10) and fifteen (15) business day periods set forth above shall be reduced to five (5) and ten (10) business days, respectively. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First 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 Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five such ten (510) business day period, or, if Tenant exercises its first offer right but timely objects subject 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 periodterms hereof, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right for a period of nine (9) months (the "Nine Month Period") commencing on the first offer shall terminate as to day following the First Offer Space expiration of such ten (10) business day period; provided if Landlord has not entered into a lease with an independent third party for the space described in the First Offer Notice within such Nine Month Period (provided that Landlord's execution of a letter intent or other written documentation with a third party for such space during the Nine Month Period shall satisfy the foregoing requirement so long as a binding lease agreement is subsequently mutually executed within sixty (60) days after the expiration of the Nine Month Period), such space shall again become First Offer Space subject to Tenant’s ongoing right of first offer. Notwithstanding the foregoing, if Landlord desires to enter into such a lease or lease amendment with a third party (including during the Nine Month Period) on fundamental material economic terms and conditions that are more than ten percent (10%) in the aggregate more favorable to the third party tenant than such fundamental material economic terms and conditions set forth in the First Offer Notice provided to Tenant (provided that such terms and conditions shall be adjusted for purposes of such comparison to account for the difference, if any, in the coterminous lease term offered to Tenant and the lease term offered to such third party), then Landlord shall deliver another First Offer Notice to Tenant containing such more favorable terms and conditions (provided that such terms and conditions shall be adjusted to account for the difference, if any, in the coterminous lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its right of first offer with respect to a subsequent First Offer Notice, Tenant shall deliver the applicable First Offer Exercise Notice to Landlord within five (5) business days of delivery of such subsequent First Offer Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not require Landlord to deliver another First Offer Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such right of first offer, as applicable). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right Right of first offer First Offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First 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 Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the deliver Tenant's First Offer Exercise Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five ten (510) business day 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 enter into a lease ("Third Party Lease") for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires; provided, however, during the 180-day period following the initial delivery of first offer shall terminate as to the First Offer Space described in Notice to Tenant, if the First Offer Notice. Notwithstanding anything Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than ten percent (10%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a "Net Equivalent Lease Rate", as defined in Exhibit F attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and 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 (the "Additional Notice") setting forth the New Offer Terms, and Tenant may shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not elect require Landlord to deliver another Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Right of First Offer, as applicable). If Landlord does not lease only the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Additional Notice prior to entering into a portion thereofThird Party Lease.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ’s Right of first offer First Offer with respect to the space Offer Space described in the a First Offer Notice, then within five on or before that date (5the “First Offer Exercise Date”) business that is ten (10) days after following delivery of the such First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord (“First Offer Exercise Notice”) irrevocably exercising its Right of Tenant's exercise its right of first offer First Offer with respect to the entire space Offer Space described in such First Offer Notice on the terms contained in such First 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 timely deliver a First Offer Exercise Notice to Landlord on or before the First 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 set 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. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodExercise Date, then Landlord shall be free to lease the space described in the such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and desires. 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) days of delivery thereof, then Tenant's ’s right of first offer as set forth in this Section 6.2 shall terminate as to all of the First Offer Space space described in the such First Offer Notice. Notwithstanding anything the foregoing, if Landlord desires to enter into such a lease or lease amendment with a third party on fundamental material economic terms and conditions that are more than seven percent (7%) more favorable than such fundamental material economic terms and conditions set forth in the contrary contained hereinFirst Offer Notice provided to Tenant (as such terms and conditions are adjusted to account for the difference, if any, in the lease term offered to Tenant must elect and the lease term offered to such third party), then Landlord shall deliver another First Offer Notice to Tenant containing such more favorable terms and conditions (as such terms and conditions 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). If Tenant thereafter wishes to exercise its right Right of first offerFirst Offer offered to Tenant in a subsequent First Offer Notice, if at all, Tenant shall deliver the First Offer Exercise Notice to Landlord within five (5) Business Days of delivery of such First Offer Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to all of the space offered by such First Offer Space which does not require Landlord to deliver another First Offer Notice to Tenant at any particular timepursuant to the terms of this paragraph or Tenant exercises such Right of First Offer, and Tenant may not elect to lease only a portion thereofas applicable).

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within five (5) ten business days after of delivery of the First Offer Refusal Notice to TenantTenant (the "Election Period"), Tenant shall deliver notice to Landlord written notice (an "Election Notice") of Tenant's exercise of its right of first offer refusal with respect to all of the entire space First Refusal Space described in the First Offer Refusal Notice for the term and 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 Space 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. If concurrently with Tenant, following its receipt of a First Refusal Notice, fails to timely exercise its right to lease all of the First Refusal Space, time being of the essence, then Landlord shall have the right to lease the First Refusal Space to any third party on any terms that Landlord desires, and Tenant's exercise right of the first offer rightas 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; provided, Tenant notifies Landlord however, prior to leasing such First Refusal Space to any third party at a rental rate (taking into consideration the "Economic Terms," as that it does not accept term is defined below) which is more than ten percent (10%) more favorable to the proposed tenant than the Economic Terms set forth in the corresponding First Offer Refusal Notice, Landlord and shall first again offer such First Refusal Space to 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 on the Economic Terms set forth in the offered to such tenant by delivering another First Offer Refusal Notice concurrently with to Tenant's exercise of the first offer right, the Economic Terms which shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 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. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect subject to all of the space offered by Landlord to Tenant at terms and conditions of this Section 1.2.2. For purposes hereof, the "Economic Terms" shall mean the following items: (i) any particular timebase rent and free rent, including escalations thereto, expressed as a dollar amount per rentable square foot, (ii) operating expense and tax protection such as an expense stop, and Tenant may not elect to lease only a portion thereof(iii) all other monetary terms and concessions (e.g., free rent, improvement allowances).

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer refusal with respect to the space First Refusal Space described in the First Offer Refusal Notice, then within five ten (510) business days after of delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's ’s exercise of its right of first offer refusal with respect to all of the entire space First Refusal Space described in the First Offer Notice. If concurrently with Tenant's exercise of Refusal Notice upon the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms and conditions contained in the such First Offer Notice, Landlord Refusal Notice and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate otherwise contained in good faith to reach agreement as to such Economic Termsthis Lease. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with within such ten (10) day period of Tenant's ’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day 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 periodrefusal right, then Landlord shall be free to negotiate and enter into a lease for the space described First Refusal Space to anyone whom it desires on materially the same net-effective economic terms and the same fundamental non-economic terms set forth in the First Offer Refusal Notice. In the event Landlord wishes to proceed with a lease to a third-party where the net-effective economic terms are not materially the same as those set forth in the First Refusal Notice or the fundamental non-economic terms are different from those set forth in the First Refusal Notice, Tenant’s rights to anyone such First Refusal Space under this Section 1.4 shall renew, in which case the provisions of this Section 1.4 shall again be effective and Landlord shall again offer such First Refusal Space to whom the Tenant pursuant to the terms hereof (and Tenant shall again have ten (10) days within which to respond). In the event Landlord desires on does not lease such First Refusal Space pursuant to the foregoing sentence within a period of one hundred eighty (180) days commencing upon the expiration of the ten (10) day period, after which time, Tenant’s rights to such space under this Section 1.4 shall renew. Notwithstanding any terms Landlord desires and provision contained in this Section 1.4, Tenant's ’s ongoing right of first offer refusal shall terminate be subordinate to (x) Landlord’s right to occupy and use the First Refusal Space itself (or via any of its affiliates) (in its sole and absolute discretion), and (y) the rights of that certain current third-party tenant (the “Current Third-Party Tenant”) (and all affiliates thereof) with whom Landlord is presently negotiating a lease with respect to that certain space consisting of approximately 5,542 rentable square feet of space on the fifth (5th) floor of the Building commonly known as Suite 525 (“Suite 525”); provided, however, as of the date of this Lease, there are no additional superior right holders with respect to the First Offer Refusal Space. If Landlord enters into (i) any lease of First Refusal Space described (“Third Party Lease”) to any third party (“Third Party Tenant”) in accordance with the First Offer Notice. Notwithstanding anything foregoing (i.e., after Tenant has been deemed not to the contrary contained herein, Tenant must elect have elected to exercise its right rights pursuant to the terms hereof), or (ii) a lease of first offerSuite 525 with the Current Third-Party Tenant (“Current TPT Lease”), if at all, Tenant’s rights under this Section 1.4 shall be subordinate only to the rights of the Third Party Tenant under the Third Party Lease or the rights of the Current Third-Party Tenant under the Current TPT Lease (as the case may be) with respect to all the space leased and encumbered pursuant to the provisions of the space offered by Third Party Lease or the Current TPT Lease (as the case may be) and all extensions and renewals of the Third Party Lease, but not any extension or renewal of the Current TPT Lease. Notwithstanding the foregoing, (a) Landlord shall not enter into any Third Party Lease with respect to Tenant at the Must-Take Space for a term that extends beyond September 1, 2013 or which includes any particular timeterms and conditions which would cause the Must-Take Commencement Date to extend beyond December 1, 2013 or otherwise impair Tenant’s right, and Tenant may not elect Landlord’s obligation, to lease only a portion thereofthe Must-Take Space in accordance with Section 1.3 of this Lease; and (b) the term of the Current TPT Lease shall not extend beyond January 31, 2016, nor shall the Current Third-Party Tenant have any right to renew or extend the Current TPT Lease that is superior to Tenant’s rights hereunder with respect to Suite 525.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right of first offer with respect to the space described in the First Offer Notice upon the terms set forth in the First Offer Notice, then within five (5) business days after delivery of the First Offer Notice (the “Election Period”) is delivered to Tenant, Tenant shall deliver notice (“Tenant’s Acceptance Notice”) to Landlord of Tenant's ’s exercise of its right of first offer with respect to the entire space First Offer Space described in the First Offer Notice. If concurrently with Tenant's ’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's ’s exercise, negotiate in good faith to reach agreement as to such Economic TermsTerms (provided, however, in no event shall Tenant have the right to object to the Economic Terms with respect to the Agreed Upon Minimum First Offer Rent Escalations). If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's ’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's ’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 (A) Tenant shall be deemed to have elected not to lease such First Offer Space, (B) Landlord shall thereafter be free to lease all or any portion of the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's ’s right of first offer shall terminate as to the First Offer Space described in the First Office Notice; provided, however, that if (i) Tenant timely delivers notification to Landlord within the Election Period that Tenant elects not to lease the First Offer Space pursuant to the terms set forth in such First Offer Notice, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period (“Tenant Pass Notice”) and (ii) Landlord thereafter intends to enter into a lease with respect to the First Offer Space offered to Tenant in such First Offer Notice and for which Tenant has delivered a Tenant Pass Notice with a monthly rental rate and other fundamental economic terms, which taken as a whole, are more than ten percent (10%) or more favorable to a third party than the monthly rental rate and other fundamental economic terms proposed by Landlord to Tenant in the initial First Offer Notice delivered to Tenant and for which Tenant timely delivered a Tenant Pass Notice, then Landlord shall be required to deliver a second (2nd) written notice to Tenant (“Second Chance Notice”) providing Tenant with a one-time second opportunity to lease the First Offer Space described in the initial First Offer Notice at the more favorable monthly rental rate and other fundamental economic terms. Tenant’s failure to timely deliver the Acceptance Notice to Landlord exercising its right to lease the First Offer Space upon the terms and conditions set forth in the Second Chance Notice within two (2) business days after Landlord’s delivery of such Second Chance Notice shall be deemed to constitute Tenant’s election not to lease the First Offer Space, in which case, Landlord shall be entitled to enter into a lease with any third party for all or any portion of the First Offer Space on any terms that Landlord desires. In no event shall Landlord be required to deliver a Second Chance Notice to Tenant if Tenant fails to timely deliver the Tenant Pass Notice or otherwise fails to comply with the other terms and conditions of this Section 1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.