Common use of Procedure for Acceptance Clause in Contracts

Procedure for Acceptance. On or before the date which is ten (10) days after Tenant’s receipt of Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon the terms set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires.

Procedure for Acceptance. On or before If Tenant wishes to exercise Xxxxxx’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within five (105) business days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon 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; Notice (ii) refuse as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to lease Tenant offering such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object space to the terms set forth in the First Office Notice, which Landlord and Tenant on such reduced terms. Tenant shall have ten respond to any such “re-offer” within five (105) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion after delivery of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires“re-offer” notice.

Procedure for Acceptance. On or before the date which is ten (10) days after If Tenant wishes to exercise Tenant’s receipt right of Landlord’s First Offer availability with respect to the space described in an Availability Notice, then within fifteen (15) business days of delivery of such Availability Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant intention to which Tenant shall have the one-time exercise its right of availability with respect to elect to: (i) lease the entire First Offer Space space described in such Availability Notice, at the First Offer Notice rent, for the 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 a term that is coterminous with the First Offer Term (an “Exercise Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion”). If Tenant does not respond in writing so notify Landlord within the fifteen (15) business day period, then subject to Landlord’s First Offer Notice by the Election Dateterms of Section 1.4.4, Tenant below, Landlord shall be deemed to have elected not free to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth space described in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. 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 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 availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon (other than all of the terms set forth space, if any, described in the First Offer Notice; (ii) refuse to lease such First Offer Space identified Notice that is not included in the First Offer Notice; (iiiSpace) lease the entire First Offer Space upon the base monthly rent, but object to on the terms set forth contained in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionsuch notice. If Tenant does not respond so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires, at any time within six months after the expiration of such ten (10) business day period, provided that, prior to 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 another First 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. On or before If Tenant wishes to exercise the date which is ten Right of First Offer with respect to the space described in a First Offer Notice, then within five (105) business days after of delivery of such First Offer Notice to Tenant’s receipt , Tenant shall deliver notice to Landlord irrevocably exercising its right of Landlord’s first offer with respect to the entire space described in such First Offer Notice on the terms contained therein. If Tenant does not so notify Landlord within the five (5) business day period, then Landlord shall be released of its obligation to lease such First Offer Space to Tenant for a period of nine (9) months following the relevant First Offer Notice (the “Election DateWaiver Period”), Tenant shall deliver written notice to and Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon the terms set forth in the First Offer Notice; (ii) refuse to lease during such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not Waiver Period to lease the First Offer Space or to any third party for a term and on such other conditions as Landlord may determine in Landlord’s sole discretion. If Landlord has not leased the parties are unable First Offer Space to agree to mutually acceptable terms pursuant to subpart (iii) abovea third party within the Waiver Period, then Tenant’s the provisions of this Section 1.3 shall again apply to the First Offer Right set forth Space, provided, however, that if Landlord is actively and in this Addendum One good faith negotiating with a third party with respect to the First Offer Space at the end of such Waiver Period, the Waiver Period shall terminate and Landlord shall thereafter have be extended through the right date such negotiations conclude. Upon Landlord’s leasing the applicable First Offer Space to lease any third party during the Waiver Period, all or any portion rights of Tenant with respect to such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresunder this Section 1.3 shall cease until the First Offer Space becomes available for lease again at a future date.

Procedure for Acceptance. On or before If Tenant wishes to exercise the date which is Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“Tenant’s Election First Offer Exercise Notice”) pursuant to which Tenant shall have Landlord of Tenant’s exercise of the one-time right Right of First Offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms contained in such notice, provided that (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 Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth Rent contained in the First Office Notice, in which Landlord case the parties shall follow the procedure, and Tenant the First Offer Rent shall have ten be determined, as set forth in Section 1.2.4, below (10) days to agree upon in their sole and absolute discretion“Tenant’s First Offer Arbitration Right”). If Tenant does not respond so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresdesires (any 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 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. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is space described in a First Offer Notice, then within ten (10) days after Tenant’s receipt following delivery of Landlord’s such First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”intention to exercise its right of first offer with respect to the entire space described in such First Offer Notice on the terms contained therein. If Tenant does not notify Landlord within the ten (10) pursuant day period set forth above, then Landlord shall be free to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon the terms set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresdesires on materially the same net-effective economic terms and materially the same fundamental non-economic terms as set forth in the First Offer Notice. In the event Landlord wishes to proceed with a lease to a third-party where the net-effective economic terms or fundamental non-economic terms are not materially the same as those set forth in the First Offer 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 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 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. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within five (105) business days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon 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; Notice (ii) refuse as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to lease Tenant offering such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object space to the terms set forth in the First Office Notice, which Landlord and Tenant on such reduced terms. Tenant shall have ten respond to any such “re-offer” within five (105) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion after delivery of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires“re-offer” notice.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten space described in the First Offer Notice, then within five (105) days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first offer with respect to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms 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; (ii) refuse to lease such First Offer Space identified in , the First Offer Notice; (iii) lease Rent shall be determined in accordance with the entire First Offer Space upon the base monthly rent, but object to the terms procedures set forth in Section 2.2.4 of this Lease; otherwise, the First Office Offer Rent shall be as set forth in Landlord’s First Offer Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond so notify Landlord within the five (5) day period of Tenant’s exercise of its first offer right, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresdesires for a period of one hundred eighty (180) days commencing upon the expiration of the five (5) day period, after 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 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 LAKESHORE TOWERS BUILDING II [United PanAm Financial Corp.] 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. On or before If Tenant wishes to exercise Tenant's right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant 's election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice on the terms contained in such notice. If Tenant elects to exercise the right of first offer, such space shall be leased upon the terms set forth and conditions contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space first offer notice, and otherwise upon the base monthly rent, but object to all of the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionconditions of this Lease. If Tenant does not respond so notify Landlord within the ten (10) day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided that, if Landlord desires to lease the space described in the First Offer Notice to a third party for a net effective rent per square foot that is less than 95% of the rent set forth in the First Offer Notice, or fails to enter into a lease upon such terms within six (6) months of the First Offer Notice, then Tenant’s first offer right under this Lease shall revive and Landlord shall comply with the requirements of this Section 1.3 before leasing such space to any third party. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant's right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect to: indicating (i) lease Tenant's election to exercise its right of first offer with respect to all or a portion of the entire First Offer Space space described in the First Offer Notice upon on the terms contained in such notice (provided that any portion of First Offer Space not leased by Tenant shall be of a commercially leasable size and configuration), and (ii) subject to the foregoing, the portion of the First Offer Space offered to Tenant which Tenant elects to lease. Upon and concurrent with such exercise, Tenant may, at its option, object to the First Offer Rent, in which case the parties shall follow the procedure, and such First Offer Rent shall be determined, as set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rentSection 2.2.4, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionbelow. If Tenant does not respond so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that upon the expiration or earlier termination of any lease (an "INTERVENING LEASE") entered into by Landlord following Tenant's failure to lease any applicable First Offer Space, including any renewal or extension of such lease and regardless of whether such renewal or extension is pursuant to an express written provision in such lease or whether such renewal or extension is consummated pursuant to a lease amendment or a new lease, Landlord shall re-offer such First Offer Space to Tenant in accordance with the terms of this Section 1.5.

Procedure for Acceptance. On or before If Tenant wishes to exercise the date which is Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“Tenant’s Election First Offer Exercise Notice”) pursuant to which Tenant shall have Landlord of Tenant's exercise of the one-time right Right of First Offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionnotice. If Tenant does not respond so notify Landlord within the foregoing ten (10) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; 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 a third-party (A) with a rentable square footage less than ninety percent (90%) of that set forth in the First Offer Notice, or (B) at a rent and other fundamental economic terms and conditions 692500.09/WLA371593-00023/6-13-12/ao/ao -00- XXX XXXXXX[Xxxxxx Realty, 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 such tenant than the economic terms and conditions set forth in the First Offer Notice, then Landlord shall first again offer such First Offer Space to Tenant on such more 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 have a period of five (5) business days 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 notice. 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-line 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. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten space described in the First Offer Notice, then within fifteen (1015) days after Tenant’s receipt delivery of Landlord’s a particular First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space any specific portion of space as described in the First Offer Notice upon on the terms 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; (ii) refuse to lease such First Offer Space identified in , the First Offer Notice; (iii) lease Rent shall be determined in accordance with the entire First Offer Space upon the base monthly rent, but object to the terms procedures set forth in Section 2.2.2 of this Office Lease (as amended by Section 8 of the Sixth Amendment to Office Lease); otherwise, the First Office Offer Rent shall be as set forth in Landlord’s First Offer Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond so notify Landlord within the fifteen (15) day period of Tenant’s exercise of its first offer right, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires, for a period of one hundred eighty (180) days commencing upon the expiration of the fifteen (15) day period, after which time Tenant’s rights to such space under this Section 1.6 shall renew.”

Procedure for Acceptance. On or before If Tenant wishes to exercise its right of first offer with respect to the date which is ten First Offer Space, then within three (103) business days after Tenant’s receipt of Landlord’s delivery of such First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect to: (i) lease the entire "First Offer Space described in the First Offer Notice upon the terms set forth in the First Offer Exercise Notice; (ii") refuse of Tenant's intention to lease such First Offer Space identified in the First Offer Notice; (iii) lease exercise its right of first offer with respect to the entire First Offer Space upon the base monthly rent, but object to the terms and conditions set forth in the First Office NoticeSection 1.4.1.2.1 or 1.4.1.2.2, which below, as applicable. If Tenant timely exercises its right of first offer as set forth herein, Landlord and Tenant shall have ten shall, within five (105) business days after Landlord's receipt of Tenant's notice, meet and discuss the lease of the First Offer Space from Landlord to agree upon Tenant (the "First Offer Meeting"). If Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such First Offer Space within five (5) business days after the First Offer Meeting, then Landlord, in their its sole and absolute discretion. If , shall have the right to terminate negotiations with Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not and to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms which Landlord desires. 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 First Offer Space, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of first offer with respect to the First Offer Space or if Tenant fails to respond to a First Offer Notice within three (3) business days of receipt thereof, then Tenant's right of first offer as set forth in this Section 1.4 shall terminate.

Procedure for Acceptance. On or before the date which is ten (10) days after If Tenant wishes to exercise Tenant’s receipt rights set forth in this Section 1.2 with respect to space described in the Availability Notice, then within seven (7) business days of Landlord’s First Offer delivery of the Availability Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (the “Tenant’s Election Availability Exercise Notice”) pursuant to which Tenant shall have the one-time right Landlord of Tenant’s election to elect to: (i) lease the entire First Offer Space exercise its rights set forth in this Section 1.2 with respect to all of one or more then separately demised units of space described in the First Offer Availability Notice upon on the terms set forth contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionnotice. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the exercise its right to lease all one or any portion more separately demised units of the Available Space in accordance with the terms hereof within the ten (10) business day period, then (i) Landlord shall be free to lease such First Offer Space space to anyone to whom Landlord desires on any terms Landlord desiresdesires 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 shall be obligated to notify Tenant of space that becomes Available Space within the three (3) month period following the delivery of a Request Notice), and (ii) Tenant’s right to any such space identified as Available Space in the Availability Notice shall terminate and be of no further force or effect and such space shall no longer be considered a part of the Designated Area.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten space described in the First Offer Notice, then within thirty (1030) days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first offer with respect to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon the terms set forth in and on the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionEconomic Terms contained therein. If Tenant does not respond exercise its right of first offer within said 30-day period (on all of the First Offer Economic Terms), then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires provided the economic terms and conditions of such lease are not more favorable to the tenant thereunder than the terms and conditions in the First Offer Notice. Landlord agrees that it will not offer to lease, or enter into a lease of the First Offer Space, on economic terms and conditions more favorable to the tenant thereunder than the terms and conditions in the First Offer Notice without first delivering Tenant another First Offer Notice containing such more favorable terms and conditions and repeating the procedures set forth in this Paragraph 55. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space comprising the First Offer Space offered by Landlord to Tenant at any terms Landlord desiresparticular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Offer Economic Terms.

Procedure for Acceptance. On or before the date which is ten five (105) days after Tenant’s receipt of any Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect either to: (i) lease expand the Subleased Premises to include the entire First Offer Space described in the First Offer Notice upon the terms set forth Terms specified in the Landlord’s First Offer NoticeNotice and otherwise on all the terms and conditions of the Sublease; or (ii) refuse to lease sublease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease sublease the First Offer Space. If Tenant elects refuses (or is deemed to have elected not refused) to lease the First Offer Space or within the parties are unable to agree to mutually acceptable terms pursuant to subpart five (iii5) day period set forth above, then Tenant’s Landlord shall be free to lease the First Offer Space to a third party. The Right set forth in this Addendum One of First Offer granted herein shall terminate and as to a particular First Offer Space upon the failure by Tenant to exercise its Right of First Offer with respect to such Offer Space as offered by Landlord but shall thereafter have the right to lease remain in effect for any subsequent availability of all or any portion of such the remaining First Offer Space; provided, however, that if after Tenant’s failure to exercise the Right of First Offer as to a particular First Offer Space Landlord leases such space, then upon the expiration of the term of such lease Tenant’s Right of First Offer shall again apply to anyone such space other than with respect to any renewal or extension with the tenant to whom Landlord desires on any terms Landlord desiresleases such space after Tenant’s initial or previous failure to exercise the Right of First Offer.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (the “Tenant’s Election First Offer Exercise Notice”) pursuant of Tenant’s election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionnotice. If Tenant does not respond so notify Landlord within such ten (10) day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided, that (i) prior to entering a lease with a third party tenant on economic terms which, on a net effective, present value basis, are more than 7% more favorable to the tenant than the terms contained in the First Offer Notice, Landlord shall first deliver a revised First Offer Notice to Tenant on such more favorable terms 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 1.4 (any lease of such space to a third party executed within such time period shall be an 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.

Procedure for Acceptance. On or before the date which is ten (10) days after If Tenant wishes to exercise Tenant’s receipt right of Landlord’s first refusal with respect to the First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Refusal Space described in the First Offer Refusal Notice, then within seven (7) days of delivery of the First Refusal Notice upon to Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to all of the terms set forth First Refusal Space described in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in Refusal Notice at the First Offer Notice; (iii) lease rent, for the entire First Offer Space term and upon the base monthly rentother fundamental economic terms and conditions pursuant to Section 1.4.2, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionbelow. If Tenant does not respond in writing to Landlordso notify Landlord within such seven (7) day period of Tenant’s First Offer Notice by the Election Dateexercise of its first refusal right, Tenant then Landlord shall be deemed free to have elected not to negotiate and enter into a lease for the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Refusal Space to anyone to whom Landlord it desires on any whatever terms Landlord desires. 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, 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.

Procedure for Acceptance. On or before the date which is ten (10) days after If Tenant wishes to exercise Tenant’s receipt right of Landlord’s First Offer availability with respect to the space described in an Availability Notice, then within fifteen (15) business days of delivery of such Availability Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant intention to which Tenant shall have the one-time exercise its right of availability with respect to elect to: (i) lease the entire First Offer Space space described in such Availability Notice, at the First Offer Notice rent, for the 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 a term that is coterminous with the First Offer Term (an “Exercise Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion”). If Tenant does not respond in writing so notify Landlord within the fifteen (15) business day period, then subject to Landlord’s First Offer Notice by the Election Dateterms of Section 1.4.4, Tenant below, Landlord shall be deemed to have elected not free to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth space described in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. 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 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 availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Xxxxxx’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within seven (107) days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such seven (7) 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 one hundred eighty (180) 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; Notice (ii) refuse as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to lease Tenant offering such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object space to the terms set forth in the First Office Notice, which Landlord and Tenant on such reduced terms. Tenant shall have ten respond to any such “re-offer” within five (105) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion after delivery of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires“re-offer” notice.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within twenty (1020) days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon on the terms set forth Fundamental Terms provided for therein. Tenant shall be required to lease all of the space offered in the a particular First Offer Notice; (ii) refuse , and shall have no right to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionany lesser portion thereof. If Tenant does not respond in writing to Landlordso notify Landlord within such twenty (20) day period of Tenant’s First Offer Notice by the Election Dateexercise of its first offer right, Tenant then Landlord shall be deemed free to have elected not to negotiate and enter into a lease for the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord it desires on terms that are not more than ninety percent (90%), on a net economic basis, of the Fundamental Terms initially provided (the "Materially Better Terms"). If (i) Landlord has not entered into any such lease within one hundred eighty (180) days after the date of delivery of the First Offer Notice, or (ii) Landlord intends to enter into a lease on Materially Better Terms, 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 Landlord desiresof this Section 1.3.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant's right of first offer with respect to the date which is ten space described in the First Offer Notice, then within five (105) business days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant 's unconditional exercise of its right of first offer with respect to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon in accordance with the terms set forth contained in the First Offer Notice (the "Exercise Notice"). If Tenant does not deliver its Exercise Notice (with unconditional acceptance of the terms contained in the First Offer Notice; ) to Landlord within the five (ii5) refuse business day period with respect to lease such First Offer Space identified the entire space contained in the First Offer Notice; (iii) , then Landlord shall be free to lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth space described in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on substantially the same terms (in all material respects) offered to Tenant and 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 terms further attempt by Landlord desiresto 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 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 be less than the then current Monthly Basic Rent (on a per rentable square foot basis).

Procedure for Acceptance. On or before the date which is ten (10) days after If Tenant wishes to exercise Tenant’s receipt 's Right of Landlord’s First Offer Notice (with respect to the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon (the terms set forth "ACCEPTED SPACE"), then, within five (5) days of delivery of the First Offer Notice to Tenant, time being of the essence, Landlord must receive written notice ("TENANT'S ACCEPTANCE NOTICE") from Tenant stating Tenant's intention to exercise its Right of First Offer with respect to the entire space described in the First Offer Notice; (ii) refuse to lease such First Offer Space identified Notice on the terms contained in the First Offer Notice; Notice and this Article. If Landlord does not so properly receive Tenant's Acceptance Notice within such five (iii5) day period, time being of the essence, then Landlord shall be free to lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth space described in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant shall no longer have any rights in or to such space and Tenant's Right of First Offer shall thereafter be forever inapplicable to such space. Notwithstanding anything to the contrary contained herein, Tenant expressly acknowledges that 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 as set forth in the applicable First Offer Notice, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before If Tenant wishes to exercise Txxxxx’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within twenty (1020) days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon on the terms set forth Fundamental Terms provided for therein. Tenant shall be required to lease all of the space offered in the a particular First Offer Notice; (ii) refuse , and shall have no right to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionany lesser portion thereof. If Tenant does not respond in writing to Landlordso notify Landlord within such twenty (20) day period of Txxxxx’s First Offer Notice by the Election Dateexercise of its first offer right, Tenant then Landlord shall be deemed free to have elected not to negotiate and enter into a lease for the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord it desires on terms that are not more than ninety percent (90%), on a net economic basis, of the Fundamental Terms initially provided (the "Materially Better Terms"). If (i) Landlord has not entered into any such lease within one hundred eighty (180) days after the date of delivery of the First Offer Notice, or (ii) Landlord intends to enter into a lease on Materially Better Terms, 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 Landlord desiresof this Section 1.3.

Procedure for Acceptance. On or before If Tenant wishes to exercise its Right Of First Refusal with respect to all of the date which is ten space described in the Refusal Notice, then within five (105) business days after of delivery of the Refusal Notice to Tenant’s receipt of Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first refusal with respect to which the Refusal Space. Tenant shall have the one-time no right to elect to: to lease less than all of the space set forth in the Refusal Notice, or to otherwise modify any aspect of the Refusal Space. If Tenant does not so notify Landlord within such five (i5) business day period of Tenant’s exercise of its right of first [SAN XXXXXX CORPORATE CENTER] refusal, then Landlord shall be free to negotiate and enter into a lease for the Refusal Space and such additional space with the person or entity which has offered to lease the entire Refusal Space (the “First Offer Offeror”) on any terms Landlord desires. Before Landlord leases the Refusal Space described in to a third party, other than the First Offer Notice upon Offeror, Landlord shall again offer the Refusal Space to Tenant on the terms set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord a new Refusal Notice and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If if Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Dateexercise its right of first refusal within such five (5) business day period, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have again be free to negotiate and enter into a lease for the right to lease all or Refusal space and any portion of such First Offer Space to anyone to whom Landlord desires additional space with that offeror on any terms Landlord desires.

Procedure for Acceptance. On or before If Lessee wishes to exercise Xxxxxx’s right of first offer with respect to the date which is ten space described in a First Offer Notice, then within seven (107) business days after Tenant’s receipt of Landlord’s delivery of such First Offer Notice (the “Election Date”)to Lessee, Tenant Lessee shall deliver written notice to Landlord (“TenantLessor of Lessee’s Election Notice”) pursuant intention to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire space described in such First Offer Space Notice on the terms contained therein; provided, however, Lessee may elect to exercise its right of first offer with respect to the space described in a First Offer Notice, but object to the First Offer Notice upon the terms Rent set forth in the First Offer Notice; (ii) refuse to lease such , in which event the First Offer Space identified Rent shall be determined pursuant to the terms of Section 11.3, below. If Lessee exercises its right of first offer with respect to the space described in a First Offer Notice, but fails to object to the First Offer Rent set forth in the First Offer Notice; (iii) lease , then Lessee shall be deemed to have accepted the entire First Offer Space upon the base monthly rent, but object to the terms Rent set forth in the First Office Offer Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant Lessee does not respond so notify Lessor within the seven (7) business day period, then Lessor shall be free to lease the space described in writing to Landlord’s such First Offer Notice to anyone to whom Lessor desires on any terms Lessor desires. Notwithstanding anything to the contrary contained herein, Lessee must elect to exercise its right of first offer, if at all, with respect to all of the space offered by the Election DateLessor to Lessee at any particular time, Tenant shall be deemed to have elected and Xxxxxx may not elect to lease the only a portion thereof. If Lessee does not exercise its right of first offer with respect to any space described in a First Offer Space. If Tenant elects Notice or is deemed if Lessee fails to have elected not respond to lease the a First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart Notice within seven (iii7) abovebusiness days of delivery thereof, then TenantXxxxxx’s First Offer Right right of first offer as set forth in this Addendum One Section 10 shall terminate and Landlord shall thereafter have as to all of the right to lease all or any portion of space described in such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresNotice.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten space described in the First Offer Notice, then within fifteen (1015) days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant intention to which Tenant shall have exercise its right of first offer with respect to all or any portion Of the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms 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; (ii) refuse to lease such First Offer Space identified in , the First Offer Notice; (iii) lease Rent shall be determined in accordance with the entire First Offer Space upon the base monthly rent, but object to the terms procedures set forth in Section 2.2.2 of this Lease; otherwise, the First Office Offer Rent shall be as set forth in Landlord’s First Offer Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond so notify Landlord within the fifteen (15) day period of Tenant’s exercise of its first offer right, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires, for a period of one hundred eighty (180) days commencing upon the expiration of the fifteen (15) day period, after which time, Tenant’s rights to such space under this Section 1.6 shall renew.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant's right of first offer with respect to the date which is ten space described in the First Offer Notice, then within seven (107) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“the "First Offer Exercise Notice") of Tenant’s Election Notice”) pursuant 's election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth contained in such notice, provided that upon, and concurrent with, such exercise, Tenant may, at its option, object to the First Offer Rent contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified , in which case the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms Rent shall be determined as set forth in the First Office NoticeSection 1.2.7, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionbelow. If Tenant does not respond so notify Landlord within such seven (7) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant shall timely deliver a First Offer Exercise Notice, then upon the First Offer Commencement Date, the First Offer Space shall become a part of the Premises for purposes of this Lease.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is First Offer Space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such ten (10) 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 one hundred eighty (180) 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 5% more favorable to the tenant than those set forth in the First Offer Notice; Notice (ii) refuse as determined on a net effective present value basis), Landlord shall first deliver any other First Officer Notice to lease Tenant offering such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object space to the terms set forth in the First Office Notice, which Landlord and Tenant on such reduced terms. Tenant shall have ten respond to any such “re-offer” within five (105) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion after delivery of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires“re-offer” notice.

Procedure for Acceptance. On or before the date which is ten (10) days after If Tenant wishes to exercise Tenant’s receipt right of Landlord’s first offer with respect to the space described in the First Offer Notice, then within fifteen (15) business days of delivery of the First Offer Notice to Tenant (the “Election DateTenant’s Exercise Period”), Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth Material Economic Terms contained in the such First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond so notify Landlord within such fifteen (15) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided, however, Landlord shall not lease such First Offer Space to a third party on Economic Terms less than ninety percent (90%) as favorable to Landlord as the Economic Terms offered in such First Offer Notice to Tenant (as determined using a Net Equivalent Lease Rate, as defined in Exhibit H attached hereto), without first providing Tenant with a new First Offer Notice on such reduced Economic Terms. If Landlord provides such a new First Offer Notice to Tenant, Tenant’s Exercise Period with respect to such new First Offer Notice shall be a period of five (5) business days. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten space described in the First Offer Notice, then within five (105) business days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first offer with respect to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon the terms set forth in and on the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionEconomic Terms contained therein. If Tenant does not respond exercise its right of first offer within the five (5) business day period (on all of the First Offer Economic Terms), then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresdesires (provided they are not materially more favorable to such third party than the First Offer Economic Terms, except to the extent commercially reasonably appropriate due to the improved creditworthiness of the proposed tenant compared to the creditworthiness of Tenant) and Tenant’s right of first offer shall thereupon automatically terminate and this Section 1.5 shall be null and void and of no further force or effect. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space comprising the First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Offer Economic Terms. For purposes hereof, First Offer Economic Terms shall be materially more favorable to a third party if such First Offer Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety percent (90%) of the net effective rental rate for such First Offer Space as those proposed by Landlord in the First Offer Notice to Tenant.

Procedure for Acceptance. On or before If Tenant wishes to exercise its right of first offer with respect to the date which is ten space described in a First Offer Notice, then within seven (107) days after Tenant’s receipt of Landlord’s delivery of such First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“irrevocably exercising Tenant’s Election Notice”) pursuant right of first offer with respect to which Tenant shall have the one-time right to elect to: entire space described in such First Offer Notice and either (i) lease the entire First Offer Space described in accepting the First Offer Notice upon Rent and the other economic terms set forth in the First Offer Notice; Notice (the “Other Economic Terms”), in which case Tenant’s lease of the First Offer Space shall be at the First Offer Rent and Other Economic Terms, or (ii) refuse rejecting the First Offer Rent and Other Economic Terms, in which case the First Offer Rent and other economic terms applicable to Tenant’s lease of the First Offer Space shall be determined pursuant to arbitration as set forth in Section 2.2.4 of this Lease, below. If Tenant delivers notice to Landlord irrevocably exercising Tenant’s right of first offer with respect to the entire space described in such First Offer Space identified in Notice but fails to accept or reject the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rentRent and Other Economic Terms, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, then Tenant shall be deemed to have elected not to lease accepted the First Offer SpaceRent and Other Economic Terms. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant elects or is deemed does not exercise its right of first offer with respect to have elected not to lease the any space described in a First Offer Space Notice or the parties are unable if Tenant fails to agree respond to mutually acceptable terms pursuant to subpart a First Offer Notice within seven (iii7) abovedays of delivery thereof, then Tenant’s First Offer Right right of first offer as set forth in this Addendum One Section 1.3 shall terminate and Landlord shall thereafter have as to all of the right to lease all or any portion of space described in such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresNotice.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within seven (107) days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such seven (7) 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 one hundred eighty (180) 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; Notice (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which as determined on a net effective present value basis). Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s first deliver any other First Offer Notice by the Election Date, to Tenant offering such space to Tenant on such recued terms. Tenant shall be deemed respond to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart any such “re-offer” within five (iii5) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion days after delivery of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires“re-offer” notice.

Procedure for Acceptance. On or before If Tenant wishes to exercise ------------------------ Tenant's right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) business days after of Tenant’s 's receipt of Landlord’s the First Offer Notice (the “Election Date”)Notice, Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”"TENANT'S ELECTION NOTICE") pursuant to which Tenant shall have the one-time right to elect either to: (i) lease the entire First Offer Space described in the First Offer Notice at the First Offer Rent and upon the terms set forth contained in the First Offer Noticesuch notice; or (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If , specifying that Tenant elects 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 is deemed to have elected not effect and Landlord shall be free to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space thereof to anyone to whom Landlord desires on any terms Landlord desires. If Tenant does not notify Landlord of its election of any of the options in clauses (i) or (ii) hereinabove, Tenant shall be deemed to have elected the option in clause (ii). Notwithstanding the foregoing to the contrary, if pursuant to clause (ii) of Section 1.4 above, the First Offer Space is redefined to consist of certain space located on the 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 above, the First Offer Space 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, and Landlord's first offer right shall be in effect (and --------- not terminated) with respect to such space when such space becomes available for lease as provided in Section 1.4 above.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within seven (107) business days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such seven (7) 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 one hundred eighty (180) 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; Notice (ii) refuse as determined on a net effective present value basis), Landlord shall first deliver any other First Officer Notice to lease Tenant offering such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object space to the terms set forth in the First Office Notice, which Landlord and Tenant on such reduced terms. Tenant shall have ten respond to any such “re-offer” within five (105) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion after delivery of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires“re-offer” notice.