Common use of Procedure for Acceptance Clause in Contracts

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right of first offer with respect to the 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 irrevocable exercise of its right of first offer with respect to all of the First Offer Space described in the First Offer Notice on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” notice.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer availability with respect to the First Offer Space space described in the First Offer an Availability Notice, then within five fifteen (515) business days after of delivery of the First Offer such Availability Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s irrevocable intention to exercise of its right of first offer availability with respect to all of the First Offer Space entire space described in such Availability Notice, at the First Offer Notice on rent, for the Fundamental Terms provided term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for thereina term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within such five the fifteen (515) business day period of Tenant’s exercise of its first offer rightperiod, then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the First Offer Space space described in such Availability Notice to anyone to whom it Landlord desires on any terms that Landlord desires. Notwithstanding anything to the contrary contained herein, provided thatTenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord has to Tenant at any particular time, and Tenant may not entered into elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any such lease space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within ninety fifteen (9015) business days after the date of delivery of the First Offer Noticethereof, then, prior then subject to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.31.4, provided thatincluding Section 1.4.4., prior to the entering into a lease Tenant’s right of such space on terms that are more than 10% more favorable to the tenant than those availability as set forth in this Section 1.4 shall terminate as to all of the First Offer space described in such Availability Notice until the space again becomes available (i.e., until such time as determined on a net effective basisLandlord enters into an Interim Lease and such Interim Lease expires or is terminated early), Landlord . The rights in this Section 1.4 shall first deliver be continuous throughout the Term and any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeextension thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer refusal with respect to the First Offer Space 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 notice to Landlord of Tenant’s irrevocable exercise of its right of first offer refusal with respect to all of the First Offer Space entire space described in the First Offer Refusal Notice and on the Fundamental First Refusal Economic Terms provided for contained therein. If Subject to the remaining provisions of this Section 1.4.2, if Tenant does not so notify Landlord exercise its right of first refusal within such the five (5) business day period (on all of Tenant’s exercise of its first offer rightthe First Refusal Economic Terms), then Landlord shall be free to negotiate lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease for 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 Offer Space Refusal Notice to anyone whom it desires on any terms that Landlord desiresTenant, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, then Landlord shall first again offer deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space any third (3rd) party on terms that are more than 10% not materially more favorable to the tenant third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Offer Notice (as determined on Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective basis)rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall first deliver any other First Officer Notice submit to Tenant offering a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant on such reduced terms. must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant shall respond at any particular time, and Tenant may not elect to lease only a portion thereof or object to any such “re-offer” within five (5) days after delivery of such “re-offer” noticethe First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right the Right of first offer First Refusal with respect to the First Offer Space 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 irrevocable exercise of its right the Right of first offer First Refusal with respect to all of the First Offer Space entire space described in the First Offer Refusal Notice on the Fundamental Terms terms contained in such notice, provided for thereinthat (i) if the First Refusal Commencement Date (defined below) is anticipated by Landlord to occur prior to the first anniversary of the Lease Commencement Date (the “One Year Period”), then the 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 Refusal Rent contained in the First Refusal Notice, in which case the parties shall follow the procedure, and the First Refusal Rent shall be determined, as set forth in Section 1.3.8, below (“Tenant’s First Refusal Arbitration Right”). If Tenant does not so notify Landlord within such five the ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Refusal Notice to anyone to whom it Landlord desires on any terms that Landlord desires; provided, provided thathowever, if Landlord has not entered into any fails to lease such lease First Refusal Space to a third-party within ninety six (906) days after the date of months following Landlord’s delivery of the First Offer NoticeRefusal Notice to Tenant, then, prior then Tenant’s Right of First Refusal with respect to entering into any lease of such First Offer Space, Landlord space shall first again offer be renew and Landlords shall reoffer such space to Tenant in accordance with the terms of set forth in this Section 1.3, provided that, prior . Notwithstanding anything to the entering into a lease contrary contained herein, Tenant must elect to exercise the Right of such First Refusal, if at all, with respect to all of the space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), offered by Landlord shall first deliver any other First Officer Notice to Tenant offering such space at any particular time, and Tenant may not elect to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticelease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer with respect to the 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 irrevocable exercise of its right of first offer with respect to all of the First Offer Space described in the First Offer Notice on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” notice.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer with respect to the First Offer Space 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 irrevocable election to exercise of its right of first offer with respect to all of the First Offer Space entire space described in the First Offer Notice (other than all of the space, if any, described in the First Offer Notice that is not included in the First Offer Space) on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord within such five the ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Notice to anyone to whom it Landlord desires on any terms that Landlord desires, provided that, if Landlord has not entered into at any such lease time within ninety (90) days six months after the date of delivery of the First Offer Notice, then, prior to entering into any lease expiration of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3ten (10) business day period, provided that, prior to the entering into a lease of such space on material economic terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other another First Officer Offer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) business days after delivery of such “re-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 First Offer Space space described in the First Offer Notice, then within five twenty-one (521) business calendar days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s irrevocable election to exercise of its right of first offer with respect to all of the First Offer Space entire space described in the First Offer Notice on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord within such five the twenty-one (521) business calendar day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in such First Offer Space Notice to anyone to whom it Landlord desires on any terms that Landlord desires, provided that (i) prior to entering into any lease on economic terms that, if Landlord has not entered into any on a net effective, present value basis, are more than 5% more favorable to such lease within ninety (90) days after third party than the date of delivery of terms contained in the First Offer Notice, then, (ii) prior to entering into any lease of less than all of the space described in the First Offer Notice, and (iii) prior to entering into any such lease on a date that is more than six (6) months after Tenant’s election not to lease the First Offer Space, Landlord shall first again offer such space to Tenant on any such reduced terms in accordance with the terms of this Section 1.3, provided that, prior 1.4. Notwithstanding anything to the entering into a lease of such space on terms that are more than 10% more favorable contrary contained herein, subject to the tenant than those foregoing, 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 twenty-one (21) calendar days of delivery thereof, then Tenant’s right of first offer as set forth in this Section 1.4 shall terminate as to all of the space described in such First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeNotice.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right of first offer with respect to the First Offer Space 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 irrevocable election to exercise of its right of first offer with respect to all of the First Offer Space entire space described in the First Offer Notice on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord within such five the ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Notice to anyone to whom it Landlord desires on any terms that Landlord desiresdesires (any such lease to a third-party, provided thatan “Intervening 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. Notwithstanding the foregoing, (i) if Landlord has not entered into any such lease an Intervening Lease with a third party within ninety nine (909) days after months following the date of delivery by Landlord to Tenant of the First Offer Notice, then, prior so long as Landlord is not engaged in good faith negotiations with a third party to entering into any lease all or a portion of such First Offer Space, Landlord shall the right of first again offer such space granted to Tenant in accordance with the terms of this Section 1.310 shall once again be invoked and (ii) in the event that within the nine (9) months following the delivery by Landlord to Tenant of the First Offer Notice, provided that, prior Landlord markets or offers the First Offer Space to the entering into a lease of such space third parties on terms that are more than 10% more materially less favorable to the tenant Landlord than those set forth in the First Offer Notice (as determined on a it being understood and agreed that “materially less favorable” shall mean that the net effective basispresent value of the material economic terms of the modified transaction is at least ten percent (10%) less than the net present value of the material economic terms set forth in the First Offer Notice), ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇’s rights under this Section 10 with respect to such First Offer Space shall be reinstated and Landlord shall first deliver any other provide 4864-0699-3085.7183305.00028/7-23-24/ejs/ejs -7- [Sixth Amendment][Revolution Medicines, Inc.]COID: 1507 Tenant with a First Officer Offer Notice if, as, and to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery the extent, required under the terms of such “re-offer” noticethis Section 10.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer with respect to the First Offer Space space described in the a First Offer Notice, then within five ten (510) business days after following delivery of the such First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord of Tenant’s irrevocable intention to exercise of its right of first offer with respect to all of the First Offer Space entire space described in the such First Offer Notice on the Fundamental Terms provided for terms contained therein. If Tenant does not so notify Landlord within such five the ten (510) business day period of Tenant’s exercise of its first offer rightset forth above, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Notice to anyone to whom it Landlord desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after desires on materially the date of delivery of same net-effective economic terms and materially the same fundamental non-economic terms as set forth in the First Offer Notice, then, prior . In the event Landlord wishes to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance proceed with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on to a third-party where the net-effective economic terms that or fundamental non-economic terms are more than 10% more favorable to not materially the tenant than same as those set forth in the First Offer Notice (as determined on a net Notice, Tenant’s rights to such First Offer Space under this Section 1.5 shall renew, in which case the provisions of this Section 1.5 shall again be effective basis), and Landlord shall again offer such First Offer Space to the Tenant pursuant to the terms hereof (and Tenant shall again have ten (10) days within which to respond). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first deliver any other First Officer Notice offer, if at all, with respect to all of the space offered by Landlord to Tenant offering such space at any particular time, and Tenant may not elect to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticelease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer refusal with respect to the space described in the First Offer Refusal Notice, then within [***] business days of delivery of the First Refusal Notice to Tenant (or within [***] business days after delivery of a "Second Notice", as defined below), Tenant shall deliver notice (the "First Refusal Exercise Notice") to Landlord of Tenant's election to exercise its right of first refusal with respect to the entire Refusal 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 irrevocable exercise of its right of first offer with respect to all of the First Offer Space described in the First Offer Refusal Notice on the Fundamental Terms provided for thereinterms contained in such notice. The First Refusal Notice shall include the "Economic Terms" and the "Non-Economic Terms," as those terms are defined, below, which will be applicable to such Refusal Space. If Tenant does not so notify Landlord within such five (5) the [***] business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Refusal Notice to anyone to whom it Landlord desires on any terms that Landlord desires; provided, provided thathowever, if Landlord has not entered that prior to leasing such space to any third party (A) at a rental (taking into any such lease within ninety consideration the Economic Terms, calculated on a "Net Equivalent Lease Rate" basis pursuant to Sections 5.1 through 5.5 of Exhibit G to the Lease), more than [***] percent (90[***]%) days after more favorable than those set forth in the date of delivery of the corresponding First Offer Refusal Notice, then, prior or (B) pursuant to entering into any lease of Non-Economic Terms which are materially more beneficial to such tenant than those set forth in the corresponding First Offer SpaceRefusal Notice, Landlord shall first again offer such space Refusal Space to Tenant on such more favorable Economic Terms and/or Non-Economic Terms (the "Second Notice"); provided further, however, that notwithstanding anything in accordance this Section 1.3 to the contrary, Tenant hereby acknowledges and agrees that the tenant with the terms whom Landlord enters into any such lease and any tenant entering into a lease during any "First Offer Suspension Period," as that term is defined in Section 1.3.6 below, shall, with respect to any and all renewal, extension, expansion, first offer, first refusal or similar rights granted in such lease, be a Superior Right Holder for purposes of this Section 1.3. In addition, provided that, prior if Landlord fails to the entering into execute a letter of intent or a lease of such space on terms that are more than 10% more favorable to agreement with a tenant on, or within the tenant than those allowed variances of, the Economic Terms and Non-Economic Terms set forth in the First Offer Refusal Notice within [***] days following the expiration of the [***] business day period for Tenant to submit a First Refusal Exercise Notice, then the right of first refusal granted under this Section 1.3 shall again apply and [***] Confidential portions of this document have been redacted and filed separately with the Commission. Landlord shall be required, prior to leasing or granting any rights to lease such Refusal Space to any third party, to provide Tenant with a First Refusal Notice and an opportunity to lease such Refusal Space as provided in this Section 1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the Refusal Space identified in any particular First Refusal Notice (as determined on a net effective basisor Second Notice), and Tenant may not elect to lease only a portion thereof. For purposes hereof, the "Economic Terms" shall be the following items: (i) base rent and free rent, including escalations thereto, (ii) monetary concessions (e.g., free rent, improvement allowances), and (iii) any rent stop or base year protections. For purposes hereof, the "Non-Economic Terms" shall be the following items: (a) the rentable square footage of the applicable Refusal Space, (b) the length of term, including the lease commencement date, and (c) the date by which the Refusal Space will be delivered to the tenant and the period of time, if any, granted to the tenant for the construction or build-out period of the Refusal Space prior to the obligation to pay rent. The amount of the security deposit required of a third party tenant shall not be deemed an Economic Term or a material Non-Economic Term; provided, that Landlord shall first deliver any have the right to require that Tenant provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in connection with Tenant's lease of the Refusal Space. Such financial security determination shall be made by reviewing the extent of financial security then generally being imposed by landlord of the Comparable Buildings on tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant for transactions comparable to the transaction for the Refusal Space (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticetenants).

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right the Right of first offer First Offer with respect to the First Offer Space 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 (“First Offer Exercise Notice”) to Landlord of Tenant’s irrevocable exercise of its right the Right of first offer First Offer with respect to all of the First Offer Space entire space described in the First Offer Notice on the Fundamental Terms terms contained in such notice, provided for thereinthat (i) if the First Offer Commencement Date (defined below) is anticipated by Landlord to occur prior to the first anniversary of the Lease Commencement Date (the “One Year Period”), then the First Offer Rent shall be as set forth in Section 1.2.4.1, below, and (ii) after the One Year Period, Tenant may, upon and concurrent with such exercise, object to the First Offer Rent contained in the First Office Notice, in which case the parties shall follow the procedure, and the First Offer Rent shall be determined, as set forth in Section 1.2.4, below (“Tenant’s First Offer Arbitration Right”). If Tenant does not so notify Landlord within such five the ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering lease of such space to a third party shall be referred to herein as an “Intervening Lease”). Notwithstanding anything to the contrary contained herein, Tenant on such reduced terms. must elect to exercise the Right of First Offer, if at all, with respect to all of the space offered by Landlord to Tenant shall respond at any particular time, and Tenant may not elect to any such “re-offer” within five (5) days after delivery of such “re-offer” noticelease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s -------------------------- Tenant's right of first offer with respect to the First Offer Space 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 irrevocable 's intention to exercise of its right of first offer with respect to all of the First Offer Space entire space described in the First Offer Notice on Notice. If concurrently with Tenant's exercise of the Fundamental first offer right, Tenant notifies Landlord that it does not accept the Economic Terms provided set forth in the First Offer Notice, Landlord and Tenant shall, for thereina period of ten (10) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms 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 such the five (5) business day period of Tenant’s exercise of period, or, if Tenant exercises its first offer rightright 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 ten (10) day period, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth described in the First Offer Notice (as determined to anyone to whom Landlord desires on a net effective basis)any terms Landlord desires and Tenant's right of first offer shall terminate in its entirety. 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 shall first deliver any other First Officer Notice to Tenant offering such space at any particular time, and Tenant may not elect to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticelease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right 's Right of first offer First Offer with respect to the First Offer Space 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 TenantTenant (the “Tenant Exercise Period”), Tenant shall deliver notice to Landlord of Tenant’s irrevocable 's intention to exercise its Right of its right of first offer First Offer with respect to all of the First Offer Space entire space described in the such First Offer Notice on the Fundamental Terms provided for terms contained therein. If Tenant does not so notify Landlord within such five the seven (57) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate lease the space described in such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires, subject to Section 12 above. 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 enter into Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its Right of First Offer with respect to all of the 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 ▇▇▇▇▇▇'s Right of First Offer as set forth in this Section 12.2 shall terminate as to all of the space described in such First Offer Notice; provided, however, that if Landlord shall fail to lease for the such First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease a third party within ninety twelve (9012) days after months following the date of delivery expiration of the Tenant Exercise Period, then Landlord shall again be obligated to deliver to Tenant a First Offer Notice, then, prior to entering into any lease of Notice in connection with such First Offer Space, Landlord shall first again offer such space to Tenant Space in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” notice12.2.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer refusal with respect to the First Offer 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 irrevocable 's exercise of its right of first offer refusal with respect to all of the First Offer Refusal Space described in the First Offer Refusal Notice on at the Fundamental Terms provided rent, for thereinthe term and upon the other fundamental economic terms and conditions pursuant to Section 1.4.2, below. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s 's exercise of its first offer refusal right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Refusal Space to anyone whom it desires on any the net-effective economic terms that Landlord desiresand the fundamental non-economic terms which are no more than five percent (5.0%) more beneficial to such party than those set forth in the First Refusal Notice; provided, provided thathowever, if Landlord has not entered into any such lease within ninety (90i) days after the date of delivery "net-effective economic" terms shall be determined by calculating the gross rent payable under the terms of the First Offer Noticelease, as determined per rentable square foot on an average annual basis, and adjusting such amount by the value (on a rentable square foot basis) of the monetary concessions (spreading such monetary concessions equally throughout the lease term with interest at the "Interest Rate," as that term is set forth in Article 25 of this Lease), and (ii) to the extent Landlord intends to enter into a lease with a "Direct Competitor," as that term is defined below, then, prior to entering into such lease, Landlord shall so notify Tenant and Tenant shall again have a right of first refusal for the such first Refusal Space pursuant to the provisions of this Section 1.4. For purposes of this Section 1.4, a "DIRECT COMPETITORS" shall be any entity that (a) is not the third-party entity (or any other qualified third-party) initially disclosed in the First Refusal Notice with regard to the bone-fide third-party offer, and (b) is an entity set forth on EXHIBIT C, attached hereto. To the extent that an entity would reasonably be considered to directly compete with Tenant, then Tenant shall have the right to add such direct competitor(s) to the list set forth on EXHIBIT C by written notice to Landlord; provided, however, to the extent that Tenant's notice to add new direct competitor(s) onto such list occurs following the date upon which Landlord delivers any particular First Refusal Notice, then such additional direct competitor(s) shall not be considered a Direct Competitor for purposes of such First Refusal Notice. If Landlord does not execute a lease with a third party for all or any portion of the First Refusal Space within one hundred eighty-five (185) days following the delivery to Tenant of the First Offer Notice, then Tenant shall again have a right of first refusal for the such First Refusal Space pursuant to the provisions of this Section 1.4, which provisions shall again become applicable in their entirety. To the extent Landlord enters into any lease of First Refusal Space with any such third party in accordance with the foregoing ("THIRD PARTY LEASE"), Tenant's rights under this Section 1.4 shall be subordinate to the rights of the tenant under the Third Party Lease with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease, all extensions and renewals thereof (but only to the extent such extensions and/or renewals are reasonably identified in such First Refusal Notice), 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 (but to the extent either expansion options apply to any portion of the First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior only to the entering into a lease of extent the same are reasonably identified in such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basisRefusal Notice), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” notice.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer with respect to the First Offer Space 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 irrevocable 's unconditional exercise of its right of first offer with respect to all of the First Offer Space entire space described in the First Offer Notice on in accordance with the Fundamental Terms provided for thereinterms contained in the First Offer Notice (the "Exercise Notice"). If Tenant does not so notify deliver its Exercise Notice (with unconditional acceptance of the terms contained in the First Offer Notice) to Landlord within such the five (5) business day period of Tenant’s exercise of its first offer rightwith respect to the entire space contained in the First Offer Notice, then Landlord shall be free to negotiate lease the space described in the First Offer Notice to anyone to whom Landlord desires on substantially the same terms (in all material respects) offered to Tenant and enter into Tenant's right of first offer shall terminate with respect to that particular First Offer Space and be of no force or effect. If Landlord does not lease the First Offer Space within 120 days after the expiration the aforesaid five (5) business day period, then any further attempt by Landlord to lease the First Offer Space shall again be subject to this Section 2.7. Notwithstanding anything to the contrary contained herein, (a) 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, and Tenant may not elect to lease only a lease portion thereof, and (b) Tenant's rights under this Section 2.7 shall automatically terminate and be of no force or effect with respect to the subject space being offered if Tenant does timely and properly deliver its Exercise Notice, and (c) in no event shall the basic rent for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety be less than the then current Monthly Basic Rent (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective per rentable square foot basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” notice.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer availability with respect to the First Offer Space space described in the First Offer an Availability Notice, then within five fifteen (515) business days after following delivery of the First Offer such Availability Notice to TenantTenant (the “Availability Exercise Period”), Tenant shall deliver notice to Landlord of Tenant’s irrevocable intention to exercise of its right of first offer availability with respect to all of the First Offer Space entire space described in the First Offer such Availability Notice on the Fundamental Terms provided terms contained therein, and upon the other fundamental economic terms and conditions, including, but not limited to, if applicable, rental concessions and improvement allowances, set forth in Sections 1.4.3. 1.4.5 and 1.4.6 below and for thereina term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within such five (5) business day period the Availability Exercise Period of Tenant’s exercise of its first offer rightright of availability, then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the First Offer Space space described in such Availability Notice to anyone to whom it Landlord desires on any terms that Landlord desires, provided thatsubject to the Go-Back Right described in Section 1.4.4 below. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord has to Tenant at any particular time, and Tenant may not entered into elect to lease only a portion thereof. If Tenant does not timely exercise its right of availability with respect to any such lease space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within ninety (90fifteen ( 15) business days after the date of delivery of the First Offer Noticethereof, then, prior then subject to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.31.4, provided thatincluding Section 1.4.4., prior to the entering into a lease Tenant’s right of such space on terms that are more than 10% more favorable to the tenant than those availability as set forth in this Section 1.4 shall terminate as to all of the First Offer space described in such Availability Notice until the space again becomes available (i.e., until such time as determined on a net effective basisLandlord enters into an Interim Lease and such Interim Lease expires or is terminated early), Landlord . The rights in this Section 1.4 shall first deliver be continuous throughout the Term and any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeextension thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s ------------------------ Tenant's right of first offer with respect to the First Offer Space space described in the First Offer Notice, then within five ten (510) business days after delivery of Tenant's receipt of the First Offer Notice to TenantNotice, Tenant shall deliver written notice to Landlord of Tenant’s irrevocable exercise of its right of first offer with respect ("TENANT'S ELECTION NOTICE") pursuant to all of which Tenant shall elect either to: (i) lease the entire First Offer Space described in the First Offer Notice at the First Offer Rent and upon the terms contained in such notice; or (ii) refuse to lease the First Offer Space, specifying that Tenant is not interested in exercising its right of first offer for the First Offer Space, in which event Tenant's right of first offer contained in this Section 1.4 shall terminate and be of no further force or effect and Landlord shall be free to lease the First Offer Space or any portion thereof to anyone to whom Landlord desires on the Fundamental Terms provided for thereinany terms Landlord desires. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first offer rightelection of any of the options in clauses (i) or (ii) hereinabove, then Landlord Tenant shall be free deemed to negotiate and enter into a lease for have elected the option in clause (ii). Notwithstanding the foregoing to the contrary, if pursuant to clause (ii) of Section 1.4 above, the First Offer Space is redefined to anyone whom it desires consist of certain space located on any terms that Landlord desiresthe 4th or 5th floors of the Building as described therein, but Tenant refuses or is deemed to refuse to lease such First Offer Space when such space becomes available as provided thatabove, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer NoticeSpace shall thereupon be redefined again to mean the approximately 12,913 rentable square foot space on the 3rd floor of the Building depicted on Exhibit A, then, prior and Landlord's first offer right shall be in effect (and --------- not terminated) with respect to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of when such space on terms that are more than 10% more favorable to the tenant than those set forth becomes available for lease as provided in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeSection 1.4 above.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right ------------------------ of first offer with respect to the First Offer Space 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 irrevocable 's intention to exercise of its right of first offer with respect to all 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 on Office Notice. Notwithstanding anything to the Fundamental Terms provided for therein. If contrary contained herein, Tenant does not so notify Landlord within such five (5) business day period must elect to exercise its right of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided thatoffer, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery at all, with respect to all of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, space offered by Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3at any particular time, provided that, prior and Tenant may not elect to the entering into lease only a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeportion thereof.

Procedure for Acceptance. If Tenant Sub-Subtenant wishes to exercise ▇▇▇▇▇▇Sub-Subtenant’s right of first offer refusal with respect to the First Offer Space space described in the First Offer Refusal Notice, then within five seven (57) business days after delivery of the First Offer Refusal Notice to TenantSub-Subtenant (the “Election Date”), Tenant Sub-Subtenant shall deliver written notice to Landlord Sub-Sublandlord (“Sub-Subtenant’s Election Notice”) pursuant to which Sub-Subtenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the LOI Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Sub-Sublandlord may lease such space to any person or entity on any terms that Sublandlord desires; provided, that (1) the space leased to such person or entity shall not be materially different than the space identified in the First Refusal Notice and (2) the rental rate is not less than ninety percent (90%) of Tenant’s irrevocable the rental rate listed in the First Refusal Notice (such terms, the “Permitted Leasing Terms”). If Sub-Subtenant does not so respond in writing to Sub-Sublandlord's First Refusal Notice by the Election Date, Sub-Subtenant shall be deemed to have elected the option described in clause (ii) above. Notwithstanding anything herein to the contrary, Sub-Subtenant may only exercise of its right of first offer refusal with respect to all of the First Offer Space space described in the First Offer Notice on Refusal Notice, and not a portion thereof. Time is of the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease essence for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Sub-Subtenant’s Election Notice within seven (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (57) days after delivery of such “rethe First Refusal Notice to Sub-offer” noticeSubtenant.

Procedure for Acceptance. If Tenant wishes to exercise ▇T▇▇▇▇▇’s right of first offer with respect to the First Offer Space 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 irrevocable election to exercise of its right of first offer with respect to all of the First Offer Space entire space described in the First Offer Notice on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord within such five the ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Notice to anyone to whom it Landlord desires on any terms that Landlord desiresdesires (any such lease to a third-party, provided thatan “Intervening 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. Notwithstanding the foregoing, (i) if Landlord has not entered into any such lease an Intervening Lease with a third party within ninety nine (909) days after months following the date of delivery by Landlord to Tenant of the First Offer Notice, then, prior so long as Landlord is not engaged in good faith negotiations with a third party to entering into any lease all or a portion of such First Offer Space, Landlord shall the right of first again offer such space granted to Tenant in accordance with the terms of this Section 1.39 shall once again be invoked and (ii) in the event that within the nine (9) months following the delivery by Landlord to Tenant of the First Offer Notice, provided that, prior Landlord markets or offers the First Offer Space to the entering into a lease of such space third parties on terms that are more than 10% more materially less favorable to the tenant Landlord than those set forth in the First Offer Notice (as determined on a it being understood and agreed that “materially less favorable” shall mean that the net effective basispresent value of the material economic terms of the modified transaction is at least ten percent (10%) less than the net present value of the material economic terms set forth in the First Offer Notice), L▇▇▇▇▇▇▇ agrees that T▇▇▇▇▇’s rights under this Section 9 with respect to such First Offer Space shall be reinstated and Landlord shall first deliver any other provide Tenant with a First Officer Offer Notice if, as, and to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery the extent, required under the terms of such “re-offer” noticethis Section 9.

Procedure for Acceptance. If Tenant ▇▇▇▇▇▇ wishes to exercise ▇▇▇▇▇▇’s right of first offer refusal with respect to the First Offer Space space described in the First Offer Refusal Notice, then within five seven (57) business days after delivery of the First Offer Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s irrevocable election to exercise of its right of first offer refusal with respect to all of the First Offer Space entire space described in the First Offer Refusal Notice on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord within such five the seven (57) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Refusal Notice to anyone whom it desires the other tenant or any affiliate thereof on any generally the same terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of as contained in the First Offer Refusal Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on material economic terms that are more than 10% seven and one-half percent (7.5%) more favorable to the tenant than those the Base Rent set forth in the First Offer Notice (as determined on a net effective basis)Refusal Notice, Landlord shall first deliver any other another First Officer Refusal Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) business days after delivery of such “re-offer” notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space covered by the First Refusal Notice, and Tenant may not elect to lease only a portion thereof. The First Refusal Space shall be leased by Tenant on all of the terms and conditions of this Lease except as set forth in the First Refusal Notice and this Section 1.3.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer refusal with respect to the First Offer 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 irrevocable 's exercise of its right of first offer refusal with respect to all of the First Offer Refusal Space described in the First Offer Refusal Notice on at the Fundamental Terms provided rent, for thereinthe 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. If Tenant does not so notify Landlord within such five seven (57) business day period of Tenant’s 's exercise of its first offer refusal right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Refusal Space to anyone whom it desires on any the net-effective economic terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after and the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the fundamental non-economic terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that which are no more than 10% four percent (4.0%) more favorable beneficial to the tenant 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 the foregoing sentence within a period of one hundred twenty (as determined on a net effective basis120) 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 refusal shall be subordinate to all currently-existing rights which are set forth in leases of space with other tenants of the Project ("Superior Right Holders"), including any renewal, extension or expansion rights set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease. After Landlord shall first deliver enters into any other lease of First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond Refusal Space ("Third Party Lease") to any such “re-offer” within five third party (5"Third Party Tenant") days after delivery in accordance with the foregoing, Tenant's rights under this Section 1.3 shall be subordinate to the rights of the tenant under the Third Party Lease with respect to the First Refusal Space (including any renewal, extension or expansion rights set forth in such “re-offer” noticeThird Party 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).

Procedure for Acceptance. If Tenant wishes to exercise ▇T▇▇▇▇▇’s right of first offer refusal with respect to the First Offer 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 TenantT▇▇▇▇▇’s irrevocable exercise of its right of first offer refusal with respect to all of the First Offer Refusal Space described in the First Offer Refusal Notice at the rent, for (i) the term which shall commence as identified in the First Refusal Notice and which shall expire, subject to renewal of the entire Premises pursuant to Section 2.2, below, on the Fundamental Terms provided later of (a) the date of expiration of the initial Lease Term, as the same may be extended (i.e., on a coterminous basis), or (b) the last day in the month upon which the fifth (5th) anniversary of the commencement date for thereinthe payment of Base Rent with regard to such First Refusal Space occurs (i.e., for a minimum of a five (5)-year term), and (ii) upon the other fundamental economic terms and conditions contained in such First Refusal Notice, including, but not limited to rental concessions and improvement allowances. If Tenant does not so notify Landlord within such five (5) business day period Election Period of Tenant’s exercise of its first offer refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the foregoing being referred to herein as a “First Refusal Rejection”), then Landlord shall be free to negotiate and enter into a lease for the First Offer Refusal Space within one hundred twenty (120) days thereafter to anyone whom it desires on any terms it desires; provided, however, to the extent such third party lease of First Refusal Space would be on “Economic Terms,” as that Landlord desiresterm is defined hereinbelow, provided that, if Landlord has not entered into any such lease within ninety which on a per rentable square foot basis are (90in the aggregate) days after the date of delivery less than ninety-two percent (92%) of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth Economic Terms (in the First Offer Notice (as aggregate and determined on a net effective basis)basis which is substantially the same as the determination of the Market Rent as provided on Exhibit H) on a per rentable square foot basis offered to Tenant in the applicable First Refusal Notice, then Landlord shall first deliver any other another First Officer Refusal Notice (the “Additional Notice”) to Tenant offering such space more favorable terms to Tenant on (provided that such reduced termsterms and conditions shall be adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its right of first refusal with respect to the Additional Notice, Tenant shall respond deliver the Election Notice to any such “re-offer” Landlord within five ten (510) business days after of 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 pursuant to the terms hereof or Tenant timely exercises such right of first refusal, as applicable). The term “re-offerEconomic Terms” noticefor purposes of this Section 1.3.2 shall mean only the annual base rent, tenant improvement allowance, if any, moving allowance, if any, free or discounted parking, if any, and abated base rent, if any.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right -------------------------- Tenant's Right of first offer First Offer with respect to the First Offer Space space described in the First Offer Notice, then 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 irrevocable 's intention to exercise its Right of its right of first offer First Offer with respect to all of the First Offer Space entire space described in the First Offer Notice on the Fundamental Terms provided for thereinterms contained in such First Offer Notice. If Tenant does not so notify Landlord within such five the fifteen (515) business day period, then, subject to the terms of SECTION 19.37, above, and Section ------------- 20.3, below, for a period of Tenant’s exercise of its first offer right, then two hundred twenty-five (225) days Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Notice to anyone to whom it Landlord desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after prior to leasing a portion of the date of delivery of First Offer Space which is less than the portion offered to Tenant pursuant to the First Offer Notice, then, prior to entering into any lease Landlord shall offer such reduced portion of such the First Offer Space, Landlord shall first again offer such space Space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those as set forth in SECTION 20.2.1, -------------- above. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Right of First Offer Notice (as determined on a net effective basis)Offer, if at all, with respect to all of the space offered by Landlord shall first deliver any other First Officer Notice to Tenant offering such space at any particular time, and Tenant may not elect to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticelease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer refusal with respect to the First Offer Refusal Space described in the First Offer Refusal Notice, then within five (5) business days after delivery of its receipt of the First Offer Refusal Notice to Tenantfrom Landlord (the “Election Period”), Tenant shall deliver notice to Landlord written notice (an “Election Notice”) of Tenant’s irrevocable exercise of its right of first offer refusal with respect to all of the First Offer Refusal Space described in the First Offer Refusal Notice (including any and all additional space (in addition to space on the Fundamental Terms provided fourth (4th) floor) that is the subject of such bona-fide third party offer) at the rent, for thereinthe 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. If Tenant does not so notify Landlord within such five (5) business day period Election Period of Tenant’s exercise of its first offer refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the foregoing being referred to herein as a “First Refusal Rejection”), then Landlord shall be free to negotiate and enter into a lease for the First Offer Refusal Space to anyone whom it desires on any (i) the net-effective economic terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that which are no more than 10% five percent (5.0%) more favorable beneficial to the tenant such party than those set forth in the First Offer Refusal Notice (as determined by calculating the net rent on a an effective basis, which net effective basis)rent shall then be present valued and reduced by all upfront concessions and, thereafter, shall be future valued into an average annual constant rental rate figure) and (ii) the fundamental non-economic terms that are not materially more beneficial to such party (as reasonably determined by Landlord) than those set forth in the First Refusal Notice. In the event Landlord shall first deliver any other does not lease such First Officer Notice Refusal Space pursuant to Tenant offering the foregoing sentence within a period of one hundred eighty (180) days commencing upon the expiration of the Election Period, Tenant’s rights to such space to Tenant on under this Section 1.3 shall after such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeperiod renew.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right Tenant's rights of first offer refusal with respect to the First Offer Space 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 irrevocable exercise of its right of first offer with respect ("TENANT'S ELECTION NOTICE") pursuant to all of which Tenant shall elect either to (i) lease the entire First Offer Refusal Space described in the First Offer Refusal Notice on upon the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those 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 in the First Refusal Notice, but upon Tenant's lack of need for such First Refusal Space, in which event Landlord may lease such First Refusal Space to any person or entity on any terms Landlord desires and Tena▇▇'▇ ▇ight 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 (as determined on a net effective basisiii) refuse to lease the First Refusal Space, specifying that such refusal is based upon the Terms set forth in the First Refusal Notice, in which event Tenant shall also specify in Tenant's Election Notice revised Terms upon which Tenant would be willing to lease such First Refusal Space from Landlord ("TENANT'S PROPOSED TERMS"). If Tena▇▇ 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 shall first deliver any other may elect either to: (a) lease such First Officer Notice Refusal Space to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond upon Tenant's Proposed Terms; or (b) lease the First Refusal Space to any person or entity upon any terms Landlord desires and Tenant's right of first refusal with respect to the First Refusal Space specified in Land▇▇▇▇'▇ ▇irst Refusal Notice shall thereupon terminate and be of no further force or effect; provided, however if Landlord intends to lease the First Refusal Space upon terms equal to or more favorable to such “re-offer” within five (5) days after delivery third party than Tenant's Proposed Terms, then Tena▇▇'▇ ▇ight of First Refusal will not terminate and the provisions of this Section 34 shall apply again to such “re-offer” noticeproposed leasing.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer with respect to the First Offer Space 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 irrevocable election to exercise of its right of first offer with respect to all of the First Offer Space entire space described in the First Offer Notice on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord within such five ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Notice to anyone to whom it Landlord desires on any terms that Landlord desires; provided, provided thatthat (i) prior to entering a lease with a third party tenant on economic terms which, if Landlord has not entered into any such lease within ninety (90) days after on a net effective, present value basis, are more than 7% more favorable to the date of delivery of tenant than the terms contained in the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space deliver a revised First Offer Notice to Tenant on such more favorable terms in accordance with the procedure set forth above; and (ii) if Landlord shall fail to lease the First Offer Space which is offered to Tenant for a period of six (6) months (which shall be extended by up to three (3) additional months during any period that Landlord is in active negotiations to lease such space), then Landlord shall again be obligated to deliver to Tenant a First Offer Notice in accordance with the terms of this Section 1.3, provided that, prior to the entering into a 1.4 (any lease of such space on terms that are more than 10% more favorable to a third party executed within such time period shall be an Intervening Lease). Notwithstanding anything to the tenant than those set forth in contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the First Offer Notice (as determined on a net effective basis), space offered by Landlord shall first deliver any other First Officer Notice to Tenant offering such space at any particular time, and Tenant may not elect to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticelease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer with respect to the First Offer Space 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 irrevocable exercise of its right of first offer with respect to all of the First Offer Space space described in the First Offer Notice on the Fundamental Terms provided for thereinterms contained in such notice. In the event that concurrently with Tenant’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the First Offer Rent set forth in the First Offer Notice, the First Offer Rent shall be determined in accordance with the procedures set forth in Section 2.2.4 of this Lease; otherwise, the First Offer Rent shall be as set forth in Landlord’s First Offer Notice. If Tenant does not so notify Landlord within such the five (5) business day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires for a period of one hundred eighty (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within 180) days commencing upon the expiration of the five (5) days day period, after delivery which time, Tenant’s rights to such space under this Section 1.3 shall renew. In the event that Landlord does lease all or a portion of the First Offer Space pursuant to this Section 1.3.2, then such “re-lease and all of its terms shall become a Superior Lease and the rights described in items (i) and (ii) of Section 1.3 above with respect to such lease shall be included within the Superior Rights. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer” notice, 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 ▇▇▇▇▇▇’s right of first offer Tenant's rights set forth in this Section 1.2 with respect to the First Offer Space 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 to Landlord (the "First Refusal Exercise Notice") of Tenant’s irrevocable exercise of its right of first offer with respect 's election to all of lease such First Refusal Space on the First Offer Space described terms contained in the First Offer Notice on the Fundamental Terms provided for thereinRefusal Notice. If Tenant does not so notify Landlord exercise its right to lease the First Refusal Space within such five the ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Refusal Notice to anyone to whom it Landlord desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of leasing such space on terms that are more than 10% five percent (5%) more favorable to the tenant tenant, on a net economic present value basis, than those the terms set forth in the First Offer Notice (as determined on a net effective basis)Refusal Notice, Landlord shall first deliver any other First Officer Notice to Tenant offering re-offer such space to Tenant on such reduced terms. Tenant Tenant's Right of First Refusal under this Section 1.2 shall respond be subject and subordinate to any renewal or expansion rights granted in any such “re-offer” within five lease of the First Refusal Space to a third party (5) days after delivery an "Interim Lease"). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Right of such “re-offer” noticeFirst Refusal, if at all, with respect to all of the First Refusal Space as offered by Landlord, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer refusal with respect to the First Offer 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 irrevocable 's exercise of its right of first offer refusal with respect to all of the First Offer Refusal Space described in the First Offer Refusal Notice at the rent, for (i) the term which shall commence as identified in the First Refusal Notice and which shall expire, subject to renewal of the entire Premises pursuant to Section 2.2, below, on the Fundamental Terms provided later of (a) the date of expiration of the initial Lease Term, as the same may be extended (i.e., on a coterminous basis), or (b) the last day in the month upon which the fifth (5th) anniversary of the commencement date for thereinthe payment of Base Rent with regard to such First Refusal Space occurs (i.e., for a minimum of a five (5)-year term), and (ii) upon the other fundamental economic terms and conditions contained in such First Refusal Notice, including, but not limited to rental concessions and improvement allowances. If Tenant does not so notify Landlord within such five (5) business day period Election Period of Tenant’s 's exercise of its first offer refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the foregoing being referred to herein as a "First Refusal Rejection"), then Landlord shall be free to negotiate and enter into a lease for the First Offer Refusal Space within one hundred twenty (120) days thereafter to anyone whom it desires on any terms it desires; provided, however, to the extent such third party lease of First Refusal Space would be on "Economic Terms," as that Landlord desiresterm is defined hereinbelow, provided that, if Landlord has not entered into any such lease within ninety which on a per rentable square foot basis are (90in the aggregate) days after the date of delivery less than ninety-two percent (92%) of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth Economic Terms (in the First Offer Notice (as aggregate and determined on a net effective basis)basis which is substantially the same as the determination of the Market Rent as provided on Exhibit H) on a per rentable square foot basis offered to Tenant in the applicable First Refusal Notice, then Landlord shall first deliver any other another First Officer Refusal Notice (the "Additional Notice") to Tenant offering such space more favorable terms to Tenant on (provided that such reduced termsterms and conditions shall be adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its right of first refusal with respect to the Additional Notice, Tenant shall respond deliver the Election Notice to any such “re-offer” Landlord within five ten (510) business days after of delivery of such “re-offer” noticeAdditional 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 pursuant to the terms hereof or Tenant timely exercises such right of first refusal, as applicable). The term "Economic Terms" for purposes of this Section 1.3.2 shall mean only the annual base rent, tenant improvement allowance, if any, moving allowance, if any, free or discounted parking, if any, and abated base rent, if any.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right the Right of first offer First Offer with respect to the First Offer Space 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 (“First Offer Exercise Notice”) to Landlord of Tenant’s irrevocable 's exercise of its right the Right of first offer First Offer with respect to all of the First Offer Space entire space described in the First Offer Notice on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord within such five the foregoing ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, if during the six (6) months following the end of the foregoing ten (10) business day period Landlord intends to lease such First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within a third-party (A) with a rentable square footage less than ninety percent (90%) days after the date of delivery of that set forth in the First Offer Notice, thenor (B) at a rent and other fundamental economic terms and conditions 692500.09/WLA371593-00023/6-13-12/ao/ao -▇▇- ▇▇▇ ▇▇▇▇▇▇[▇▇▇▇▇▇ Realty, prior L.P.][Concur Technologies, Inc.] which together, on an average annual "net effective" basis, as that term is defined below, are more than ten percent (10%) more favorable to entering into any lease of such tenant than the economic terms and conditions set forth in the First Offer SpaceNotice, then Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space Space to Tenant on such reduced termsmore favorable terms (the "Second Notice"). The Second Notice shall be subject to the same terms and conditions as the First Offer Notice, provided that if Tenant wishes to exercise the Right of First Offer with respect to the space described in the Second Notice, Tenant shall respond to any such “re-offer” within have a period of five (5) business days after following delivery of the Second Notice to deliver a First Offer Exercise Notice to Landlord of Tenant's exercise of the Right of First Offer with respect to the entire space described in the Second Notice on the terms contained in such “renotice. As used in this Section 1.4.3, 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 improvement allowance and/or free rental/construction period), with the value of such concessions evenly spread over the entire lease term on a straight-offer” noticeline basis, without interest. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise the 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 First Offer Space 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 irrevocable exercise of its right of first offer with respect Election Notice”) pursuant to all of which Tenant shall elect either to (i) lease the First Offer Space entire space described in the First Offer Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires, provided such terms are not materially more favorable to the Fundamental Terms provided for thereintenant than the Terms; if Landlord proposes to lease such space on any terms that are materially more favorable to the tenant than the Terms, then Landlord shall deliver a new First Refusal Notice to Tenant. If Tenant does not so notify Landlord 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 no lease is ultimately entered into relative to such space within six (6) months after Tenant receives the First Refusal Notice, then Tenant’s first refusal right will apply to any subsequent negotiations relative to such five (5) business day period space, including reinstatement of Tenant’s exercise of its first offer right, then right to receive an updated First Refusal Notice. Landlord shall be free to negotiate and enter into a not lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery portion of the First Offer Notice, then, prior to entering into any lease of such First Offer Refusal Space, Landlord shall first again offer such space to Tenant except in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeherewith.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer with respect to the First Offer 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 irrevocable exercise of its right of first offer with respect to all of the First Offer Space described in the First Offer Notice on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such five ten (510) business day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety one hundred eighty (90180) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 105% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective present value basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” notice.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer rights set forth in this Section 1.2 with respect to the First Offer Space space described in the First Offer Availability Notice, then within five seven (57) business days after of delivery of the First Offer Availability Notice to Tenant, Tenant shall deliver notice (the “Availability Exercise Notice”) to Landlord of Tenant’s irrevocable election to exercise of its right of first offer rights set forth in this Section 1.2 with respect to all of the First Offer Space one or more then separately demised units of space described in the First Offer Availability Notice on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord exercise its right to lease one or more separately demised units of the Available Space in accordance with the terms hereof within such five the ten (510) business day period of Tenant’s exercise of its first offer rightperiod, then (i) Landlord shall be free to negotiate and enter into a lease for the First Offer Space such space to anyone to whom it Landlord desires on any terms Landlord desires including renewal and expansion rights in connection therewith (subject to Tenant’s continuing rights hereunder to deliver an additional Request Notice for any space not identified in the Availability Notice, and provided that Landlord desires, provided that, if Landlord has not entered into any such lease shall be obligated to notify Tenant of space that becomes Available Space within ninety the three (903) days after month period following the date of delivery of the First Offer a Request Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond and (ii) Tenant’s right to any such “re-offer” within five (5) days after delivery space identified as Available Space in the Availability Notice shall terminate and be of no further force or effect and such “re-offer” noticespace shall no longer be considered a part of the Designated Area.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer refusal with respect to the First Offer 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 irrevocable 's exercise of its right of first offer refusal with respect to all of the First Offer Refusal Space described in the First Offer Refusal Notice on at the Fundamental Terms provided rent, for thereinthe 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. If Tenant does not so notify Landlord within such five (5) business day period Election Period of Tenant’s 's exercise of its first offer refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the foregoing being referred to herein as a "First Refusal Rejection"), then Landlord shall be free to negotiate and enter into a lease for the First Offer Refusal Space to anyone whom it desires on any terms it desires; provided, however, to the extent such third party lease of First Refusal Space would be on “Economic Terms,” as that Landlord desiresterm is defined hereinbelow, provided that, if Landlord has not entered into any such lease within ninety which on a per rentable square foot basis are (90in the aggregate) days after the date of delivery less than ninety-five percent (95%) of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space Economic Terms (in the aggregate) on a per rentable square foot basis offered to Tenant in accordance with the terms of this Section 1.3applicable First Refusal Notice, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the then Landlord shall deliver another First Offer Refusal Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice the "Additional Notice") to Tenant offering such space more favorable terms to Tenant on (provided that such reduced termsterms and conditions shall be adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its right of first refusal with respect to the Additional Notice, Tenant shall respond deliver the Election Notice to any such “re-offer” Landlord within five ten (510) business days after of 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 pursuant to the terms hereof or Tenant timely exercises such right of first refusal, as applicable). The term “re-offerEconomic Terms” noticefor 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 abated base rent, if any.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer availability with respect to the First Offer Space space described in the First Offer an Availability Notice, then within five fifteen (515) business days after of delivery of the First Offer such Availability Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s irrevocable intention to exercise of its right of first offer availability with respect to all of the First Offer Space entire space described in such Availability Notice, at the First Offer Notice on rent, for the Fundamental Terms provided term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for thereina term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within such five the fifteen (515) business day period of Tenant’s exercise of its first offer rightperiod, then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the First Offer Space space described in such Availability Notice to anyone to whom it Landlord desires on any terms that Landlord desires. Notwithstanding anything to the contrary contained herein, provided thatTenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord has to Tenant at any particular time, and Tenant may not entered into elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any such lease space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within ninety fifteen (9015) business days after the date of delivery of the First Offer Noticethereof, then, prior then subject to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.31.4, provided thatincluding Section 1.4.4., prior to the entering into a lease ▇▇▇▇▇▇’s right of such space on terms that are more than 10% more favorable to the tenant than those availability as set forth in this Section 1.4 shall terminate as to all of the First Offer space described in such Availability Notice until the space again becomes available (i.e., until such time as determined on a net effective basisLandlord enters into an Interim Lease and such Interim Lease expires or is terminated early), Landlord . The rights in this Section 1.4 shall first deliver be continuous throughout the Term and any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeextension thereof.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer with respect to the First Offer Space space described in the First Offer Notice, then within five twenty-one (521) business calendar days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s irrevocable 's election to exercise of its right of first offer with respect to all of the First Offer Space entire space described in the First Offer Notice on the Fundamental Terms provided for thereinterms contained in such notice. If Tenant does not so notify Landlord within such five the twenty-one (521) business calendar day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in such First Offer Space Notice to anyone to whom it Landlord desires on any terms that Landlord desires, provided that (i) prior to entering into any lease on economic terms that, if Landlord has not entered into any on a net effective, present value basis, are more than 5% more favorable to such lease within ninety (90) days after third party than the date of delivery of terms contained in the First Offer Notice, then, (ii) prior to entering into any lease of less than all of the space described in the First Offer Notice, and (iii) prior to entering into any such lease on a date that is more than six (6) months after Tenant's election not to lease the First Offer Space, Landlord shall first again offer such space to Tenant on any such reduced terms in accordance with the terms of this Section 1.3, provided that, prior 1.4. Notwithstanding anything to the entering into a lease of such space on terms that are more than 10% more favorable contrary contained herein, subject to the tenant than those foregoing, 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 twenty-one (21) calendar days of delivery thereof, then Tenant's right of first offer as set forth in this Section 1.4 shall terminate as to all of the space described in such First Offer Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeNotice.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer refusal with respect to the First Offer 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 irrevocable 's exercise of its right of first offer refusal with respect to all of the First Offer Refusal Space described in the First Offer Refusal Notice on at the Fundamental Terms provided rent, for thereinthe 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. If Tenant does not so notify Landlord within such five (5) business day period Election Period of Tenant’s 's exercise of its first offer refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the foregoing being referred to herein as a "First Refusal Rejection"), then Landlord shall be free to negotiate and enter into a lease for the First Offer Refusal Space to anyone whom it desires on any terms that Landlord it desires. Notwithstanding the foregoing, provided that, if Landlord has not entered into Tenant's ongoing right of first refusal shall commence only following the expiration or earlier termination of any such existing lease within ninety (90) days after the date of delivery of the First Offer NoticeRefusal Space (or portion thereof), thenincluding any renewal, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those extension or expansion rights set forth in the First Offer Notice (as determined on a net effective basis)such leases, Landlord shall first deliver any other First Officer Notice to Tenant offering regardless of whether such space to Tenant on such reduced terms. Tenant shall respond to any such “rerenewal, extension or expansion rights are 723517.06/WLA 214064-offer” within five (5) days after delivery of such “re00020/7-offer” notice.15-14/pjr 12 12400 HIGH BLUFF DRIVE Third Amendment [AMN Healthcare, Inc.]

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right Right of first offer First Refusal with respect to the First Offer Space space described in the a First Offer Refusal Notice, then within five (5) 5 business days after of delivery of the such First Offer Refusal Notice to Tenant, Tenant shall deliver notice to Landlord (a “First Refusal Acceptance Notice”) of Tenant’s irrevocable exercise of its right the Right of first offer First Refusal with respect to all of the First Offer Space entire space described in the such First Offer Refusal Notice on the Fundamental Terms provided for terms contained therein. If Tenant does not so notify Landlord deliver a First Refusal Acceptance Notice within such five (5) the 5 business day period of Tenant’s exercise of its first offer rightperiod, then Landlord shall be free to negotiate and enter into a lease for the space described in such First Offer Space Refusal Notice to anyone to whom it Landlord desires on any terms that Landlord desires; provided, provided thathowever, if Landlord has the transaction does not entered into any such lease consummate within ninety (90) days after 6 months from the date of delivery of the Landlord’s First Offer Refusal Notice, thenor if there is a reduction in base rent of more than 10%, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant an increase in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are allowance by more than 10% or an extension or reduction of the term for more favorable than one (1) year, Landlord shall be obliged to present the revised Offer from that Prospect, or the next Offer from a new Prospect, to Tenant in a First Refusal Notice, as the case may be. Notwithstanding anything to the tenant than those contrary contained herein, (a) Tenant must elect to exercise the Right of First 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, and (b) if the First Refusal Notice includes space in excess of the First Refusal Space, Tenant must exercise its right hereunder, if at all, as to all of the space contained in the First Refusal Notice, and Tenant may not elect to lease only the First Refusal Space. If Tenant does not exercise the Right of First Refusal with respect to the space described in a First Refusal Notice or if Tenant fails to respond to a First Refusal Notice within 5 business days of delivery thereof, then Tenant’s Right of First Refusal as set forth in this exhibit shall terminate as to the portion of the First Offer Notice (Refusal Space so offered, except as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeprovided above.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's ------------------------ right of first offer with respect to the First Offer Space 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 irrevocable 's intention to exercise of its right of first offer with respect to all 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 on Notice. Notwithstanding anything to the Fundamental Terms provided for therein. If contrary contained herein, Tenant does not so notify Landlord within such five (5) business day period must elect to exercise its right of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided thatoffer, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery at all, with respect to all of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, space offered by Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3at any particular time, provided that, prior and Tenant may not elect to the entering into lease only a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective basis), portion thereof unless Landlord shall first deliver any other First Officer Notice to and Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticemutually agree.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer with respect to the First Offer Space 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 irrevocable exercise of its right of first offer with respect to all of the First Offer Space entire space described in the such First Offer Notice on the Fundamental Terms provided for terms contained therein. If Tenant does not so notify Landlord within such the five (5) business day period of Tenant’s exercise of its first offer rightset forth above, then Landlord shall be free to negotiate and enter into a lease for the space described in the First Offer Space Notice to anyone to whom it Landlord desires on any terms “Economic Terms” (as that term is defined below) Landlord desires, provided thatprovided, however, if Landlord (A) has not entered into any a lease with respect to such lease First Offer Space within ninety one hundred eighty (90180) days after the date of delivery of the First Offer Notice, then, prior or (B) desires to entering enter into any a lease of such First Offer Space, Space with a third party on Economic Terms that are more than ten percent (10%) more favorable to such third party than the most favorable Economic Terms offered by Landlord shall first again offer such space to Tenant in accordance the First Offer Notice (with reasonable and appropriate adjustments made to such Economic Terms to account for any difference in the length of the offered lease terms of this Section 1.3for the First Offer Space), provided thatthen Landlord shall deliver another First Offer Notice to Tenant with respect to such First Offer Space (and, if applicable, such First Offer Notice to Tenant shall contain the more favorable Economic Terms) prior to the entering into a lease of such space on terms that are more than 10% more favorable First Offer Space with a third party. Tenant shall have the same rights with respect to the tenant than those set forth in the such First Offer Notice (as determined it had with respect to the initial First Offer Notice. As used in this Section 1.3, “Economic Terms” shall refer to the net, aggregated cost to Tenant or another party, on a net effective present value basis, of the effect of the following terms for any particular First Offer Space: (i) the rental rate (including additional rent and considering any “base year” or “expense stop” applicable thereto), ; (ii) the amount of any improvement allowance or the value of any work to be performed by Landlord shall first deliver any other in connection with the lease of such First Officer Notice Offer Space (which amount is a deduction from the cost to Tenant offering or such space other party); and (iii) the amount of free rent (which amount is a deduction from the cost to Tenant on or such reduced termsother party). Notwithstanding anything to the contrary contained herein, Tenant shall respond 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 such “re-offer” within five (5) days after delivery of such “re-offer” noticeparticular 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 such First Offer Space described in the First Offer NoticeSpace, then within five thirty (530) business days after delivery of the First Offer Notice to TenantTenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s irrevocable exercise of its right of first offer with respect Election Notice”) pursuant to all of which Tenant shall elect either to (i) lease the First Offer Space entire space described in the First Offer Notice on upon the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice or (as determined on a net effective basis)ii) refuse to lease such space identified in the First Offer Notice, in which event Landlord shall first deliver any other First Officer Notice to Tenant offering may lease such space to any person or entity on any terms Landlord desires pursuant to a lease with a third party tenant, provided such lease is for not less than ninety-five percent (95%) of the space specified in the First Offer Notice and the discounted value of the net effective rent (calculated using a discount rate of eight percent (8%) per annum) is not less than ninety-five percent (95%) of the discounted value of the net effective rent specified in the First Offer Notice; if Landlord proposes to lease less than ninety-five percent (95%) of such space, then Landlord shall deliver a new First Offer Notice to Tenant. If Tenant on such reduced terms. does not so respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall respond be deemed to any have elected the option described in clause (ii) above. For purposes of clarity, ninety-five percent (95%) of the discounted value of the net effective rent specified in the First Offer Notice shall not be considered “materially more favorable.” Notwithstanding the foregoing, if Landlord fails to lease the space which was the subject of the original First Offer Notice within twelve (12) months after the date on which the original First Offer Notice was given by Landlord, then Tenant’s rights under this Article 30 shall be reinstated as to such “re-offer” within five (5) days after delivery of such “re-offer” noticeFirst Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s right its Right of first offer with respect First Opportunity as to the First Offer Space described in then available portion of the First Offer NoticeOpportunity Spaces, then within three (3) business days of Landlord's delivery of the First Opportunity Notice to Tenant, Tenant shall deliver written notice (the "Space Exercise Notice") to Landlord of Tenant's intention to exercise its Right of First Opportunity. If Tenant timely exercises its Right of First Opportunity as set forth herein, then Landlord and Tenant shall, within five (5) business days after delivery Landlord's receipt of the Space Exercise Notice, meet and discuss during one (1) or more meetings, as is then appropriate under the circumstances, Tenant's prospective lease from Landlord of the then available portion of the First Offer Opportunity Spaces (collectively, the "Opportunity Meetings"). If Tenant shall have failed to deliver a Space Exercise Notice to TenantLandlord within the aforesaid three (3) day period, or if Tenant shall does deliver notice a Space Exercise Notice within such period but Landlord and Tenant do not reach agreement as to Landlord the material economic terms of Tenant’s irrevocable exercise the prospective lease of its right of first offer with respect to all the then available portion of the First Offer Space described in the First Offer Notice on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord Opportunity Spaces within such five ten (510) business day period days of Tenant’s exercise of its the first offer rightOpportunity Meeting (a "Negotiation Impasse"), then Landlord shall be free to negotiate and enter into a lease for the then available portion of the First Offer Opportunity Space to anyone to whom it Landlord desires on any terms that which Landlord desires, provided that, if desires (and Landlord has shall be free to not entered into any such lease within ninety (90) days after the date of delivery then available portion of the First Offer NoticeOpportunity Space to anyone at all), then, prior to entering into any lease of such First Offer Space, Landlord and Tenant shall first again offer such space to Tenant in accordance with the terms of have no further rights under this Section 1.3, provided that, prior Article 1(C) as to the entering into a lease floor of such space on terms that are more than 10% more favorable the Building to the tenant than those set forth in which the First Offer Opportunity Notice (as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticerelates.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇’s Tenant's right of first offer refusal with respect to the First Offer Space 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 irrevocable 's exercise of its right of first offer refusal with respect to all of the First Offer Refusal Space described in the First Offer Refusal Notice on for the Fundamental Terms provided 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 thereinthe 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 Tenant does not so notify Landlord within such five (5) business day period Tenant, following its receipt of Tenant’s a First Refusal Notice, fails to timely exercise its right to lease all of its first offer rightthe First Refusal Space, time being of the essence, then Landlord shall be free have the right to negotiate and enter into a lease for the First Offer Refusal Space to anyone whom it desires any third party on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date and Tenant's right of delivery of first offer as set forth in this Section 1.2 shall no longer be applicable to the First Offer Refusal Space or portion thereof described in the First Refusal Notice; provided, thenhowever, prior to entering into any lease of leasing such First Offer SpaceRefusal Space to any third party at a rental rate (taking into consideration the "Economic Terms," as that 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 Refusal Notice, Landlord shall first again offer such space First Refusal Space to Tenant in accordance with on the Economic Terms offered to such tenant by delivering another First Refusal Notice to Tenant, which shall be subject to all of the terms and conditions of this Section 1.31.2.2. For purposes hereof, provided thatthe "Economic Terms" shall mean the following items: (i) any base rent and free rent, prior to the entering into including escalations thereto, expressed as a lease of dollar amount per rentable square foot, (ii) operating expense and tax protection such space on as an expense stop, and (iii) all other monetary terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice and concessions (as determined on a net effective basise.g., free rent, improvement allowances), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” notice.

Procedure for Acceptance. If Tenant wishes to exercise ▇▇▇▇▇▇Tenant’s right of first offer refusal with respect to the First Offer Space 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 irrevocable Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires upon any terms that are not Substantially More Favorable (as defined below). “Substantially More Favorable” terms shall mean that the present value of the Net Effective Rent (as defined below) offered to the potential tenant is less than ninety percent (90%) of the present value of the Net Effective Rent set forth in the applicable First Refusal Notice (in each case using a discount rate equal to the Interest Rate). The term “Net Effective Rent” shall mean the net rental amount to be paid to Landlord, taking into account any tenant improvement expenses and allowances to be incurred by Landlord, any other monetary concessions granted by Landlord and any other monetary amounts paid by Landlord (such as brokerage commissions) amortized over the life of the lease term proposed in the First Refusal Notice or the terms offered to the potential tenant, as applicable. In addition, if the size of the applicable First Refusal Space being offered in the First Refusal Notice changes by more than ten percent (10%), Landlord must deliver a new First Refusal Notice to Tenant. Further, if Landlord does not execute a binding lease document (on terms that are not Substantially More Favorable) within one hundred fifty (150) days from the date that Tenant rejects (or is deemed to reject) the applicable First Refusal Notice, then Landlord must deliver a new First Refusal Notice to Tenant prior to entering into a lease agreement with respect to the applicable First Refusal Space. Notwithstanding anything to the contrary contained herein, except with respect to a Tenant Notice, Tenant must elect to exercise of its right of first offer refusal, if at all, with respect to all of the First Offer Space space described in the each First Offer Refusal Notice on the Fundamental Terms provided for thereinand Tenant may not elect to lease only a portion thereof. If Tenant does not so notify Landlord within such five (5) business day period of Tenantrespond in writing to Landlord’s exercise of its first offer rightFirst Refusal Notice by the Election Date, then Landlord Tenant shall be free deemed to negotiate and enter into a lease for have elected the First Offer Space option described in clause (ii) above. Notwithstanding anything herein to anyone whom it desires on any terms that Landlord desiresthe contrary, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date Tenant may only exercise its right of delivery first refusal with respect to all of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth described in the First Offer Notice (as determined on Refusal Notice, and not a net effective basis), Landlord shall first deliver any other First Officer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” noticeportion thereof.