Common use of Procedure for Acceptance Clause in Contracts

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%).

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal ROFO Right with respect to the space described in the First Refusal ROFO Notice, then within five (5) business days after delivery of the First Refusal ROFO Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (the “Tenant’s Election ROFO Exercise Notice”) pursuant irrevocably exercising its ROFO with respect to which Tenant shall elect either to (i) lease the entire space described in the First Refusal ROFO Notice upon and on the ROFO Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desirescontained therein. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by exercise its ROFO Right within the Election Datefive (5) business day period (on all of the ROFO Terms), Tenant shall be deemed to have elected the option described in clause then for a period of nine (ii9) above and months thereafter, Landlord shall be free to lease the space described in the First Refusal ROFO Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal ROFO Right shall thereupon automatically terminate as with respect to the space described in the First Refusal Noticesuch space; provided, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoinghowever, that if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon ROFO Terms which are are, in the aggregate, materially more favorable to a prospective third (3rd) party tenant than those ROFO Terms proposed by Landlord in the Terms set forth in such First Refusal NoticeROFO Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice ROFO Space on such materially more favorable ROFO Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice ROFO Space upon such materially more favorable ROFO Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable ROFO Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes hereof, ROFO Terms shall be materially more favorable to a third party if such ROFO Terms reflect a net effective rental rate less than ninety-five percent (95%) of the net effective rental rate (taking into account the economic terms comprising the ROFO Terms) for such ROFO Space as those proposed by Landlord in the ROFO Notice (or subsequent Second Chance Notice, if applicable) to Tenant. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its ROFO Right, if at all, with respect to all of the space comprising the ROFO Space offered by Landlord to Tenant in a ROFO Notice at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the ROFO Terms; provided, however, if Landlord desires to lease less than such entire ROFO Space offered to Tenant, Tenant shall first have a further right to lease such smaller ROFO Space pursuant to an additional ROFO Notice and upon the terms set forth in this Section 1.4. Within fifteen (15) days of Tenant’s delivery of its notice electing to lease the ROFO Space on the ROFO Terms in accordance with the terms of this Section 1.4.21.4, and as a condition to such exercise of Tenant’s ROFO Right, Tenant shall deliver to Landlord a non-refundable deposit as set forth in the Terms applicable ROFO Notice, which shall be considered "materially more favorable" if credited towards the financial terms or first (1st) month’s base rent and security deposit for the size of ROFO Space equal to the space described in the First Refusal Notice change in Tenantlast month’s favor by more than five percent (5%)Base Rent for such ROFO Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s its right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within ten (10) days of delivery of such First Offer Notice to Tenant (“Offer Exercise Period”), Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of first offer with respect to the entire space described in such First Offer Notice. If Tenant timely exercises its right of first offer as set forth herein, Landlord and Tenant shall, within five (5) business days after delivery Landlord’s receipt of Tenant’s notice, meet and discuss the lease of the space described in such First Refusal Offer Notice from Landlord to Tenant (the “Election DateFirst Offer Meeting”). If Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space within five (5) business days after the First Offer Meeting (the “First Offer Negotiation Period”), then Tenant shall deliver written notice have the right to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the irrevocably exercise its option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Offer Notice but have the material economic terms of the lease of such space determined pursuant to anyone the terms of Section 2.2.3 of this Lease, below, by delivering written notice of such exercise (the “Irrevocable Exercise Notice”) to whom Landlord desires prior to the expiration of the First Offer Negotiation Period. If -5- HCP, INC. Sorrento Gateway[Sorrento Therapeutics, Inc.] Landlord and Tenant’s right of first refusal shall terminate Tenant do not reach agreement as to the material economic terms of the lease of such space described in prior to the expiration of the First Refusal Offer Negotiation Period and Tenant fails to timely deliver an Irrevocable Exercise Notice, subject then Tenant will not be required to lease the Second Chance Notice provisions set forth below First Offer Space and Landlord, in its sole and absolute discretion, shall have the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after right to terminate negotiations with Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity and to lease the space described in the First Refusal Offer Notice to anyone whom Landlord desires on such materially more favorable Termsany terms which Landlord desires. Tenant’s failure 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 the only a portion thereof. If Tenant does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice prior to the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after expiration of the Offer Exercise Period, then Tenant’s receipt right of such Second Chance Notice from Landlord first offer as set forth in this Section 1.3 shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable terminate as to the third (3rd) party than those space set forth in the Second Chance First Offer Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%).

Procedure for Acceptance. If Tenant wishes to exercise TenantXxxxxx’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five (5) business days after delivery of the First Refusal Offer Notice to Tenant (the “Election Date”), Tenant shall deliver written an unconditional, irrevocable notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first offer with respect to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Offer Notice upon the Terms set forth in and on the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresOffer Economic Terms contained therein. If Tenant does not so respond in writing to Landlord’s exercise its right of first offer within such five (5) business day time period (on all of the First Refusal Notice by the Election DateOffer Economic Terms), Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal shall terminate as offer shall, notwithstanding anything in this Lease to the space described in the First Refusal Noticecontrary, subject to the Second Chance Notice provisions set forth below automatically terminate and the provisions this Section 1. 4 shall be deemed null and void and of Section 1.4.4 below. Notwithstanding the foregoingno further force or effect; provided, however, that if Landlord, within thirty (30) days after Tenant elects such five (or is deemed to have elected5) to proceed under subsection (ii) above in response to any particular First Refusal Noticeday period, Landlord intends to enter into a lease upon First Offer Economic Terms which are are, in the aggregate, materially more favorable to a third (3rd) party prospective tenant than those First Offer Economic Terms proposed by Landlord in the Terms set forth in such First Refusal NoticeOffer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described First Offer Space on such more favorable First Offer Economic Terms (such more favorable terms in the Second Chance Notice are referred to herein as the “Second Chance Economic Terms”). For purposes hereof, Second Chance Economic Terms shall be materially more favorable to a third party if such Second Chance Economic Terms reflect a net effective rental rate (including any rent abatement and tenant improvement costs/allowance and any other economic concessions) less than ninety percent (90%) of the net effective rental rate for such First Offer Space as the First Offer Economic Terms initially proposed by Landlord in the First Refusal Notice on such materially more favorable TermsOffer Notice. Tenant’s failure to elect to lease the space described in the First Refusal Notice Offer Space upon such materially more favorable Second Chance Economic Terms by written notice to Landlord within three (3) business days after TenantXxxxxx’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Second Chance Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable any terms Landlord desires and Tenant shall have no further right to the third (3rd) party than those lease such First Offer Space set forth in the Second Chance Notice. For purposes Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of this Section 1.4.2first offer, the Terms shall be considered "materially more favorable" if the financial terms or the size at all, with respect to all of the space described in comprising the First Refusal Notice change in Tenant’s favor Offer Space offered by more than five percent (5%)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.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five fifteen (515) business days after delivery of the First Refusal Offer Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written an unconditional irrevocable notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first offer with respect to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon Offer Notice, and the Economic Terms shall be as set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Offer Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by unconditionally exercise its right of first offer within the Election Datefifteen (15) business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal offer shall terminate as to the space First Offer Space described in the First Refusal Offer Notice; provided, however, that (1) if Landlord has not leased the First Offer Space described in the First Offer Notice within nine (9) months after the date of the First Offer Notice, subject then Landlord shall again offer such First Offer Space to Tenant prior to leasing such space to a third (3rd) party tenant pursuant to the Second Chance Notice provisions procedure set forth below in this Article 32, and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, (2) if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Economic Terms which are materially equal to or more than five percent (5%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the Terms set forth in such First Refusal NoticeOffer Notice (blending all concessions on a straight-line basis over the applicable lease terms), Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice Offer Space on such materially more favorable Economic Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice Offer Space upon such materially more favorable Economic Terms by written notice to Landlord within three ten (310) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.232(a) above, Tenant shall have no further right to lease such First Offer Space until the Terms expiration or earlier termination of such lease, in which event the rights set forth herein shall be considered "materially more favorable" again apply. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if the financial terms or the size at all, with respect to all of the space described in the First Refusal Notice change in Tenant’s favor offered by more than five percent (5%)Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five (5) business days after of delivery of the First Refusal Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first refusal with respect to which Tenant shall elect either to (i) lease all of the entire space First Refusal Space described in the First Refusal Notice at the rent, for the term and upon the Terms set forth other fundamental economic terms and conditions contained in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space including, but not limited to any person or entity on any terms Landlord desiresrental concessions and improvement allowances. If Tenant does not so respond in writing to Landlordnotify Landlord within such five (5) business day period of Tenant’s First Refusal Notice by the Election Dateexercise of its first refusal right, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires negotiate and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in for the First Refusal Notice Space to anyone whom it desires on the net-effective economic terms and the fundamental non-economic terms which are no more than ten percent (10%) more beneficial to such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance First Refusal Notice. For purposes In the event Landlord does not lease such First Refusal Space pursuant to the foregoing sentence within a period of ninety (90) days commencing upon the expiration of the five (5) business day period, after which time, Tenant’s rights to such space under this Section 1.4.21.3 shall renew. Notwithstanding the foregoing, the Terms Tenant’s ongoing right of first refusal shall be considered "materially more favorable" if subordinate to all Superior Rights. After Landlord enters into any lease of First Refusal Space (“Third Party Lease”) to any such third party (“Third Party Tenant”) in accordance with the financial terms or foregoing, Tenant’s rights under this Section 1.3 shall be subordinate to the size rights of the space described in tenant under the Third Party Lease with respect to the First Refusal Notice change Space (including any renewal, extension or expansion rights of a Third Party Tenant set forth in Tenant’s favor by more than five percent (5%the applicable Third Party Lease, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease).

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery receipt of the First Refusal Notice to by Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresdesires and Tenant’s right of first refusal with respect to the First Refusal Space specified in Landlord’s First Refusal Notice shall thereupon terminate and be of no further force or effect (provided that in the event the Terms are altered so as to reduce the Net Effective Rental Rate (as defined below) by more than five percent (5%) of the net effective rental rate listed in the Terms offered to Tenant, Landlord will again be obligated to offer the First Refusal Space to Tenant on such revised Terms and Tenant will have three (3) business days to deliver Tenant’s Election Notice as set forth above). The term “Net Effective Rental Rate” shall mean the rental rate, as adjusted to reflect the value of any free rent, tenant improvement allowance or similar monetary concessions contained in the First Refusal Notice. If Tenant Landlord does not so respond receive a response from Tenant in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free above. Notwithstanding anything herein to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s contrary, Tenant may only exercise its right of first refusal shall terminate as with respect to all of the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into not a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal negotiation with respect to the space described in the First Refusal Negotiation Notice, then within five (5) business days Business Days after delivery of the First Refusal Negotiation Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first negotiation with respect to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Negotiation Notice upon based on the Economic Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desirescontained therein. If Tenant does not so respond exercise its right of first negotiation within such five (5) Business Day period or if Tenant timely exercises its right of first negotiation but objects to any of the Economic Terms and if Landlord and Tenant do not mutually agree in writing to Landlord’s First Refusal Notice by on the Election DateEconomic Terms within such five (5) Business day period, Tenant shall be deemed to have elected the option described then, in clause (ii) above and any such event, Landlord shall be free to lease the space described in the First Refusal Negotiation Notice to anyone to whom any person or entity within six (6) months after the Election Date upon any terms Landlord desires and Tenant’s right of first refusal negotiation shall terminate as to the space First Negotiation Space described in the First Refusal Negotiation Notice; provided, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoinghowever, that if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Economic Terms which are materially more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the Terms First Negotiation Notice (i.e., the net effective Rent (taking into account Base Rent, tenant improvement allowance(s) and leasing commissions) is more than five percent (5%) below that set forth in such the First Refusal NoticeNegotiation Notice over the same period of time using a ten percent (10%) discount rate), Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice Negotiation Space on such materially more favorable Economic Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice Negotiation Space upon such materially more favorable Economic Terms by written notice to Landlord within three five (35) business days Business Days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes If Landlord does lease such First Negotiation Space to a third party tenant pursuant to the terms and conditions of this Section 1.4.229.3 above, Tenant shall have no further right to lease such First Negotiation Space until the Terms expiration or earlier termination of such third party lease including any renewal or extension of such third party lease. If Landlord does not lease such First Negotiation Space to a third-party tenant within six (6) months after the Election Date, then Tenant’s right of first negotiation shall be considered "materially more favorable" apply thereafter to such First Negotiation Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first negotiation, if the financial terms or the size at all, with respect to all of the space described in the First Refusal Notice change in Tenant’s favor offered by more than five percent (5%)Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal NoticeOffer Space, then within five ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election intention to exercise its right of first offer with respect to the First Offer Space (the “Acceptance Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires). If Tenant does not so respond in writing elect to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free exercise its right to lease the space described in First Offer Space within such ten (10) day period (the “Exercise Period”), then Landlord may lease the First Refusal Offer Space to any third party it chooses without liability to Tenant on terms that are not Substantially More Favorable Terms (as defined below); provided, however, if Landlord does not execute a binding lease document (on terms that are not Substantially More Favorable Terms) within one hundred eighty (180) days from expiration of the Exercise Period, then Landlord must deliver a new First Offer Notice to anyone Tenant prior to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter entering into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant agreement with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space respect to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change Offer Notice, and the procedures set forth in Tenant’s favor by more this Section 11.3 shall apply to such new First Offer Notice. “Substantially More Favorable Terms” shall mean the average “net effective rent” (defined below) offered to the potential tenant is less than ninety-five percent (595%) of the average net effective rent set forth in the First Offer Notice. The term “net effective rent” shall mean the net rental amount to be paid to Landlord, taking into account any tenant improvement expenses and allowances to be incurred by Landlord and any free rent or other monetary concessions granted by Landlord (amortized on a straight-line basis over the life of the lease term proposed under the First Offer Notice or the terms offered to the potential tenant, as applicable). Notwithstanding anything to the contrary contained herein, each time Tenant receives a First Offer Notice from Landlord, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the First Offer Space described in the First Offer Notice, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (the “Election Date”)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 elect either exercise its right of first offer with respect to (i) lease the entire space described in the First Refusal Offer Notice upon on the Terms set forth terms contained in such notice, provided that Tenant may, at its option and as part of such First Offer Exercise Notice, object to the First Offer Rent contained in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Offer Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desirescase the parties shall follow the procedure, and the First Offer Rent shall be determined, as set forth in Section 2.2 of the Lease. If Tenant does not so respond in writing to Landlord’s timely deliver the First Refusal Offer Exercise Notice by the Election Datewithin such ten (10) business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, Landlord shall not lease such First Offer Space to a third party on Key Economic Terms less than ninety-five percent (95%) as favorable to Landlord as the Key Economic Terms offered in such First Offer Notice to Tenant, without first providing Tenant with a new First Offer Notice (the “Additional Notice”) on such reduced Key Economic Terms in accordance with the terms, provisions and Tenant’s procedures set forth in this Section 5.2.; provided, however, in connection with the foregoing analysis, the Key Economic Terms shall collectively be determined on a net effective basis (e.g., an “apples” to “apples” basis). If Tenant thereafter wishes to exercise its right of first refusal shall terminate as offer with respect to the space described in Additional Notice, Tenant shall deliver the First Refusal Notice, subject Offer Exercise Notice to the Second Chance Landlord within ten (10) business days of delivery of such Additional Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after to Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, which procedure shall be repeated until Landlord intends to enter enters into a lease upon Terms which are materially more favorable or lease amendment with respect to a third (3rd) party tenant than the Terms set forth in such First Refusal Offer Space which does not require Landlord to deliver another Additional Notice to Tenant pursuant to the terms hereof or Tenant timely exercises such right of first offer, as applicable). In addition, in the event an Intervening Lease is not entered into within nine (9) months following the expiration of such ten (10) business day period, then Tenant shall again be eligible to receive a First Offer Notice for the applicable First Offer Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the identified space offered by Landlord to Tenant under any corresponding First Offer Exercise Notice, Landlord shall first deliver written notice to and Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to may not elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within date which is five (5) business days after delivery Tenant's receipt of the Landlord's First Refusal Notice to Tenant (the “"Election Date”"), Tenant shall deliver written notice to Landlord (“"Tenant’s 's Election Notice”") pursuant to which Tenant shall have the one-time right to elect either to to: (i) lease the entire space First Refusal Space described in the First Refusal Notice upon the Terms terms set forth in the First Refusal Notice Notice; or (ii) refuse to lease such space First Refusal Space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s 's First Refusal Notice by the Election DateDate or wishes to modify the terms set forth in the First Refusal Notice, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free not to lease the space described in the applicable First Refusal Notice Space. If Tenant elects or is deemed to have elected not to lease such First Refusal Space, then Tenant's First Refusal Right set forth in this ROFR Addendum for such First Refusal Space shall terminate, Landlord shall thereafter have the right to lease all or any portion of such First Refusal Space to anyone to whom Landlord desires and on any terms Landlord desires but Tenant’s right of first refusal shall terminate as 's First Refusal Right with respect to the space described other First Refusal Space shall remain unaffected, provided, however, following Tenant's election or deemed election not to lease the First Refusal Space on the terms set forth in the First Refusal Notice, subject in the event that Landlord offers the First Refusal Space to another party on terms that have a net effective rate that are more than ten percent (10%) better than the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after net effective rate offered to Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular a First Refusal Notice, then Tenant shall again have a First Refusal Right with respect to such First Refusal Space and Landlord intends shall again be required to enter into offer such space to Tenant in accordance with the terms of this ROFR Rider. Furthermore, in the event that Tenant does not exercise (or otherwise waive) its First Refusal Right following receipt of a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, and, thereafter, Landlord shall first deliver written notice has not entered into a lease with the third party whose Lease Proposal terms were presented to Tenant within six (“Second Chance Notice”6) providing Tenant with months after the opportunity to lease date of the space described in the applicable First Refusal Notice on such materially more favorable Terms. Notice, Tenant’s failure to elect to lease the space described in the 's First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord Right shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable again apply to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the subject First Refusal Notice change in Tenant’s favor by more than five percent (5%)Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five fifteen (515) business calendar days after delivery of the First Refusal Offer Notice to Tenant (the “Election Date”)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 elect either to (i) lease the entire space described in the First Refusal Notice upon Offer Notice, in which case the Economic Terms shall be as set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Offer Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by exercise its right of first offer within the Election Datefifteen (15) day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Noticedesires; provided, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoinghowever, that if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease for materially less space, or upon Economic Terms which are materially “more favorable favorable” (as defined below) to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the Terms set forth in such First Refusal Offer Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease such reduced space, or such First Offer Space on such more favorable Economic Terms as applicable. For purposes of this Section 1.2, “more favorable” shall be defined as a lease whose net effective rental rate, taking into consideration all concessions, is at least 5% lower than the space described net effective rental rate specified in the First Refusal Notice on such materially more favorable TermsOffer Notice. Tenant’s failure to elect to lease the space described in the First Refusal Notice Offer Space upon such materially more favorable Economic Terms by written notice to Landlord within three seven (37) business calendar days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.21.2, such lease and the Terms rights therein shall be considered "materially more favorable" Superior Rights. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if the financial terms or the size at all, with respect to all of the space described in offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof, except that if the First Refusal Notice change in Tenant’s favor by Offer Space consists of more than five percent one (5%)1) full floor of office space, Tenant may elect to lease one (1) or more full floors of the First Offer Space provided that (i) if Tenant elects to lease more than one floor, they must be contiguous, and (ii) Tenant pays 100% of the reasonable costs incurred by Landlord to convert the building containing the First Offer Space to a multi-tenant building, including without limitation, costs of modifying the Building and Building systems and equipment, and adding utility meters.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the Notice of First Refusal NoticeOffer Opportunity, then within five ten (510) business days after of delivery of the such Notice of First Refusal Notice Offer Opportunity to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant election to which Tenant shall elect either exercise its right of first offer with respect to (i) lease the entire space described in the such Notice of First Refusal Notice upon the Terms set forth in the First Refusal Notice or Offer Opportunity (ii) refuse to lease specifically including if such space comprises more than one of the suites identified in Section 8, above) on the First Refusal Notice, terms contained in which event Landlord may lease such space to any person or entity on any terms Landlord desiresnotice. If Tenant does not fails to so respond notify Landlord, in writing writing, of either its election to Landlord’s First Refusal Notice by exercise its right of first offer, or its election to reject such right of first offer, within the Election Dateforegoing ten (10) business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the Notice of First Refusal Notice Offer Opportunity to anyone to whom Landlord desires and Tenant’s on any terms Landlord desires. If, however, Tenant does notify Landlord, in writing, within such ten (10) business day period that Tenant rejects such right of first refusal shall terminate as to the space described in the First Refusal Noticeoffer, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity be free to lease the space described in the Notice of First Refusal Offer Opportunity to anyone to whom Landlord desires on any terms Landlord desires, provided that the base rent offered to such third-party is not more (on a per rentable square foot basis) than five percent (5%) lower than the Base Rent offered to Tenant in the Notice of First Offer Opportunity. In connection with the terms of the immediately preceding sentence, in the event that Landlord desires to offer (within a period of six (6) months commencing upon the expiration of the ten (10) business day period) the space described in the Notice of First Offer Opportunity to a third-party at a base rent (on a per rentable square foot basis) which is more than five percent (5%) lower than the Base Rent offered to Tenant in the Notice of First Offer Opportunity, then Landlord shall, via a revised Notice of First Offer Opportunity, first re-offer to lease to Tenant such materially more favorable Terms. First Offer Space at such lower base rent, and Tenant shall, within ten (10) business days of delivery of such revised Notice of First Offer Opportunity to Tenant, deliver written notice to Landlord of Tenant’s failure election to elect exercise its right of first offer with respect to the entire space described in the revised Notice of First Offer Opportunity on the terms contained in such notice. If Tenant then fails to so notify Landlord of its election to exercise its right of first offer within the ten (10) business day period set forth in the immediately preceding sentence, then Landlord shall be free to lease the space described in the Notice of First Refusal Notice upon such materially more favorable Terms by written notice Offer Opportunity to anyone to whom Landlord within three desires on any terms (3including any base rent) business days after Tenant’s receipt of such Second Chance Notice from that Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable desires. Notwithstanding anything to the third (3rd) party than those set forth in the Second Chance Notice. For purposes contrary contained herein, Tenant must elect to exercise its right of this Section 1.4.2first offer, the Terms shall be considered "materially more favorable" if the financial terms or the size at all, with respect to all of the space described in the First Refusal Notice change in Tenant’s favor offered by more than five percent (5%)Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to lease the entire space described in an Available Notice, or, if the First Refusal entire space described in an Available Notice consists of more than one (1) floor, if Tenant wishes to lease one or more floors described in such Available Notice, then within five (5) business days after of delivery of such Available Notice to Tenant, Tenant shall deliver notice to Affiliate Landlord of Tenant’s intention to lease the First Refusal entire space (or one or more floors) described in such Available Notice; provided, however, if the Available Notice includes more than one (1) floor, then Tenant may elect to exercise its right to lease with respect to one (1) or more floors contained in the Available Notice; provided further that, (i) with respect to full floors described in an Available Notice, Tenant may designate the number of full floors Tenant desires to lease (but no more than the number included in the Available Notice), and Landlord shall have the right to designate which specific full floors of the Available Space Tenant shall lease, so long as such floors are contiguous, and (ii) with respect to any partial floors described in an Available Notice, if Tenant elects to lease such partial floor, Tenant must elect to lease all of the space offered on such floor (such floors that Tenant desires to Lease, the “Accepted Space”). If Tenant timely agrees to lease the space described in such Available Notice, then Affiliate Landlord and Tenant shall, within five (5) business days after Affiliate Landlord’s receipt of Tenant’s notice, meet and discuss the lease of the space described in such Available Notice from Affiliate Landlord to Tenant (the “Election DateAvailable Meeting”). Affiliate Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space (including, Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease without limitation, the entire space described Accepted Space Rent, operating expense and tax protection, if any, in the First Refusal Notice upon form of a base year (except for utilities and janitorial, which shall be paid separately from operating expenses), as well as other reasonable changes to the Terms set forth in applicable lease as a result of such base year, and other material non-economic terms, including, without limitation, dog and bicycle ingress and egress as well bicycle storage) within ten (10) business days after the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal NoticeAvailable Meeting, then Affiliate Landlord, in which event Landlord may lease such space its sole and absolute discretion, shall have the right to any person or entity on any terms Landlord desires. If terminate negotiations with Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Available Notice to anyone to whom Affiliate Landlord desires and Tenant’s right of first refusal shall terminate as on any terms which Affiliate Landlord desires. Notwithstanding anything to the space described in the First Refusal Noticecontrary contained herein, subject Tenant must elect to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoinglease, if after at all, with respect to all of the space offered by Affiliate Landlord to Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to at any particular First Refusal Noticetime, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to and Tenant (“Second Chance Notice”) providing Tenant with the opportunity may not elect to lease the space described in the First Refusal Notice on such materially more favorable Termsonly a portion thereof. Tenant’s failure to If Tenant does not elect to lease the space described in the First Refusal an Available Notice upon such materially more favorable Terms by written notice or if Tenant fails to Landlord respond to an Available Notice within three five (35) business days after of delivery thereof, then Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those rights set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms 1.3 shall be considered "materially more favorable" if the financial terms or the size terminate as to all of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)such Available Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal Offer Notice, then within five seven (57) business days after delivery of the First Refusal Offer Notice to Tenant (the or within three (3) business days after delivery of a “Election DateSecond Offer”, as defined below), Tenant shall deliver written notice to Landlord (the “Tenant’s Election First Offer Exercise Notice”) pursuant to which Tenant shall elect either Landlord of Tenant’s election to (i) lease exercise its right of first offer with respect to the entire space described in the First Refusal Offer Notice upon on the Terms terms contained in such notice; provided that in the event that the length of term in the First Offer Notice (the “Landlord Proposed Lease Term”) shall be longer than the “First Offer Term,” as that term is defined in Section 1.3.4, below, then (x) Tenant shall pay the initial Base Rent provided for in the First Offer Notice, with the same annual percentage rate increases set forth in the First Refusal Offer Notice or for the remainder of the then Lease Term, and (iiy) refuse to lease such space identified any “First Offer Free Rent” and “First Offer Allowances,” as those terms are defined, below, shall be proportionally reduced based upon the ratio of the number of months in the First Refusal NoticeOffer Term to the number of months in the Landlord Proposed First Offer Term. Subject to the foregoing, in the First Offer Notice shall include the “Economic Terms,” as that term is defined, below, which event Landlord may lease such space will be applicable to any person or entity on any terms Landlord desiresthe First Offer Space. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by notify Landlord within the Election Dateten (10) business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Noticeon any terms Landlord desires, provided that, subject to the Second Chance Notice provisions set forth below and the provisions terms of this Section 1.4.4 below. Notwithstanding the foregoing3, if after Tenant elects (or is deemed prior to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease leasing such space to any third (3rd) party on Economic Terms not materially (calculated on a “Net Equivalent Lease Rate” basis pursuant to Sections 5.1 through 5.5 of Exhibit G to the Lease), more favorable to the third (3rd) party than those set forth in the corresponding First Offer Notice and prior to any election by Landlord to lease materially less than all of the First Offer Space previously offered to Tenant, Landlord shall first again offer such First Offer Space to Tenant on such more favorable Economic Terms and/or for such reduced space (the “Second Chance NoticeOffer”). 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. For purposes of this Section 1.4.2hereof, the Terms “Economic Terms” shall be considered "materially more favorable" if the financial terms or following items: (i) the size rentable square footage of the space described in applicable space, (ii) the lease commencement date, (iii) base rent, including escalations, and free rent (“First Refusal Notice change in Tenant’s favor by more than five percent Offer Free Rent”), (5%iv) monetary concessions (e.g., free rent, improvement allowances) (collectively, “First Offer Allowance”), and (v) any rent stop or base year protections.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s Xxxxxx's right of first refusal offer with respect to the space described in the First Refusal ROFO Notice, then within five ten (510) business days after of delivery of the First Refusal ROFO Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant 's election to which Tenant shall elect either exercise its right of first offer with respect to (i) lease the entire space described in the First Refusal ROFO Notice upon on the Terms set forth terms contained in the First Refusal ROFO Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresand this Section 12. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Datenotify Landlord within such ten (10) day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free for a period of two hundred seventy (270) days to lease the space described in the First Refusal ROFO Notice to anyone to whom Landlord desires so long as the net effective rental to be received by Landlord is equal to or greater than ninety-five percent (95%) of the net effective rental Landlord would receive based on the ROFO Terms and Tenant’s 's ROFO Right shall thereupon automatically terminate in such case only. If Landlord has not leased the applicable ROFO Space within two hundred seventy (270) days after the date Tenant's response period expires or if the economic terms offered to a third party are modified so that the net effective rental Landlord would receive is less than ninety-five percent (95%) of the net effective rental Landlord would receive based on the ROFO Terms, then, in either case, Landlord must provide Tenant a new ROFO Notice (with the ROFO Terms modified to be those offered to the third party, if applicable) and Tenant shall again be entitled to exercise its ROFO Right on the terms and conditions provided above; provided that, if the new ROFO Notice is being sent because the net effective rental has been reduced to less than ninety-five percent (95%) of the net effective rental provided in Landlord's initial ROFO Notice for such ROFO Space, then Tenant shall only have only five (5) business days to respond to such second ROFO Notice for such ROFO Space instead of the ten (10) days provided above for the initial ROFO Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal shall terminate as offer, if at all, with respect to all of the space described offered by Landlord in the First Refusal Notice, subject ROFO Notice to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to at any particular First Refusal Noticetime, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to and Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to may not elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)only a portion thereof.

Procedure for Acceptance. If Upon any portion of the ROFO Space becoming available for lease by Tenant, Landlord shall give Tenant wishes written notice (the “ROFO Notice”) that such ROFO Space will or has become available for lease by Tenant. Landlord shall endeavor to exercise Tenant’s right give Tenant a ROFO Notice (a) nine (9) months prior to the anticipated date of first refusal availability with respect to the space described in Suite 1000 ROFO Space, and (b) six (6) months prior to the First Refusal Notice, then within five anticipated date of availability with respect to the Suite 1050 ROFO Space. On or before the date which is fifteen (515) business days after delivery Tenant’s receipt of the First Refusal Landlord’s ROFO Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the right to elect either to to: (i) lease the entire space described ROFO Space (subject to Tenant’s right to lease no less than 7,780 rentable square feet of the Suite 1000 ROFO Space) identified in the First Refusal Landlord’s ROFO Notice upon the Terms terms set forth in the First Refusal Notice this Addendum 1; or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresROFO Space. If Tenant does not so respond in writing to Landlord’s First Refusal ROFO Notice by the Election Date, Tenant shall be deemed to have elected not to lease the option described ROFO Space identified in clause (ii) above Landlord’s ROFO Notice. If Tenant elects or is deemed to have elected not to lease such ROFO Space, then Tenant’s ROFO with respect to the ROFO Space identified in Landlords’ ROFO Notice shall terminate and Landlord shall be free thereafter have the right to lease the space described in the First Refusal Notice all or any portion of such ROFO Space to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as on any terms Landlord desires. Except to the space described in the First Refusal Notice, subject extent expressly provided herein to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoingcontrary, Tenant must elect to exercise its ROFO provided herein, if after at all, with respect to all of the space offered by Landlord to Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to Landlord’s ROFO Notice at any particular First Refusal Noticetime, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to and Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to may not elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of first refusal with respect First Refusal upon the Economic Terms set forth in the bona-fide third-party offer attached to the space described in the First Refusal Notice, then within five (5) business days after of delivery of the such First Refusal Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“irrevocable exercising Tenant’s Election Notice”) pursuant exercise of its Right of First Refusal with respect to which Tenant shall elect either to (i) lease the entire space described subject First Refusal Space on the Economic Terms contained in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse bona-fide third-party offer attached to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Datenotify Landlord within such five (5) business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires negotiate and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease for the subject First Refusal Space with the Third Party upon Terms any terms that Landlord desires (subject to this Section 7.2), and Tenant’s continuing Right of First Refusal for such space shall thereafter arise only following the expiration or earlier termination of any such lease (including renewals thereof which are materially more favorable to a third (3rd) party tenant than the Terms set forth arise from an express written provision in such tenant’s lease (but irrespective of whether any such renewals are executed strictly in accordance with their terms, provided that the lease term of any such renewal right shall not be modified)). Additionally, Tenant hereby acknowledges and agrees that the Third Party with whom Landlord enters into a subsequent lease for the subject First Refusal NoticeSpace shall, Landlord shall first deliver written notice with respect to Tenant any and all “Qualified Expansions” (“Second Chance Notice”defined below) providing Tenant (but irrespective of whether any such Qualified Expansions are executed strictly in accordance with the opportunity to lease their terms, provided that the space described in the First Refusal Notice on subject to such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3Qualified Expansions shall not be modified) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Termsa Superior Right Holder for purposes of this Section 7. “Qualified Expansions” shall mean any expansion, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those first negotiation, first offer, first refusal or similar rights set forth in the Second Chance NoticeEconomic Terms presented to Tenant and in such Third Party’s subsequent lease of the subject First Refusal Space. For purposes of Notwithstanding any provision to the contrary contained in this Section 1.4.27.2 above, Landlord’s final form of lease with the Third Party must contain Economic Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by that are not more than five percent (5%) more favorable than those Economic Terms set forth in the bona-fide third party offer attached to the First Refusal Notice. If, however, such subsequent lease with the Third Party contains Economic Terms that are more than five percent (5%) more favorable than those Economic Terms set forth in the bona-fide third party offer attached to the First Refusal Notice, then before entering into such lease with the Third Party, Landlord shall notify Tenant of such more favorable Economic Terms (the “Subsequent Notice’); thereupon, Tenant shall have the right to lease the First Refusal Space upon the terms set forth in such Subsequent Notice by delivering written notice thereof to Landlord within five (5) days after Tenant’s receipt of Landlord’s notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five seven (57) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresdesires upon any terms that are not Substantially More Favorable (as defined below). “Substantially More Favorable” terms shall mean that the present value of the Net Effective Rent (as defined below) offered to the potential tenant is less than ninety percent (90%) of the present value of the Net Effective Rent set forth in the applicable First Refusal Notice (in each case using a discount rate equal to the Interest Rate). The term “Net Effective Rent” shall mean the net rental amount to be paid to Landlord, taking into account any tenant improvement expenses and allowances to be incurred by Landlord, any other monetary concessions granted by Landlord and any other monetary amounts paid by Landlord (such as brokerage commissions) amortized over the life of the lease term proposed in the First Refusal Notice or the terms offered to the potential tenant, as applicable. In addition, if the size of the applicable First Refusal Space being offered in the First Refusal Notice changes by more than ten percent (10%), Landlord must deliver a new First Refusal Notice to Tenant. Further, if Landlord does not execute a binding lease document (on terms that are not Substantially More Favorable) within one hundred fifty (150) days from the date that Tenant rejects (or is deemed to reject) the applicable First Refusal Notice, then Landlord must deliver a new First Refusal Notice to Tenant prior to entering into a lease agreement with respect to the applicable First Refusal Space. Notwithstanding anything to the contrary contained herein, except with respect to a Tenant Notice, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space described in each First Refusal Notice and Tenant may not elect to lease only a portion thereof. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free above. Notwithstanding anything herein to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s contrary, Tenant may only exercise its right of first refusal shall terminate as with respect to all of the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into not a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five ten (510) business days after delivery receipt of the First Refusal Notice to by Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity during the six (6) month period after the Election Date on any terms Landlord desiresdesires (provided that if the Net Effective Rent (as defined below) is changed so as to make it more than five percent (5%) more favorable to the third party than the original Terms or if a material change is made to the non-economic Terms set forth in the First Refusal Notice (e.g., the deal is restructured to be a 5 year deal instead of 3 years), Landlord must again deliver a First Refusal Notice (such revised notice shall be referred to as the “Second Chance Notice”) to Tenant and Tenant shall have five (5) business days after receipt of the Second Chance Notice to deliver an Election Notice pursuant to this Section 1.5) and Tenant’s right of first refusal with respect to the First Refusal Space specified in Landlord’s First Refusal Notice shall thereupon terminate and be of no further force or effect, but shall remain in effect for all other portions of the First Refusal Space not contained in the First Refusal Notice. The term “Net Effective Rent” shall mean the rental rate, as adjusted to reflect the value of any free rent, tenant improvement allowance or similar monetary concessions contained in the First Refusal Notice. If Tenant Landlord does not so respond receive a response from Tenant in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free above. Notwithstanding anything herein to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s contrary, Tenant may only exercise its right of first refusal shall terminate as with respect to all of the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into not a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five (5) business days after of delivery of the First Refusal Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first refusal with respect to which Tenant shall elect either to (i) lease all of the entire space First Refusal Space described in the First Refusal Notice at the rent, for the term and upon the Terms set forth other fundamental economic terms and conditions contained in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlordnotify Landlord within such five (5) day period of Tenant’s First Refusal Notice by the Election Dateexercise of its first refusal right, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires negotiate and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in for the First Refusal Notice Space to anyone whom it desires on the net-effective economic terms and the fundamental non-economic terms which are no more than five percent (5.0%) more beneficial to such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance First Refusal Notice. For purposes If Landlord does not execute a lease with a third party for all or any portion of the First Refusal Space within one hundred eighty-five (185) days following the delivery to Tenant of the First Offer Notice, then Tenant shall again have a right of first refusal for the such First Refusal Space pursuant to the provisions of this Section 1.4.23.2, which provisions shall again become applicable in their entirety. To the Terms 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 3.2 shall be considered "materially more favorable" if subordinate to the financial terms or the size rights of the tenant under the Third Party Lease with respect to the space described in leased and encumbered pursuant to the First Refusal Notice change in Tenant’s favor by more than five percent (5%)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. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five (5) business days after delivery of its receipt of the First Refusal Notice to Tenant from Landlord (the “Election DatePeriod”), Tenant shall deliver to Landlord written notice to Landlord (an “Tenant’s Election Notice”) pursuant of Tenant’s exercise of its right of first refusal with respect to which Tenant shall elect either to (i) lease all of the entire space First Refusal Space described in the First Refusal Notice (including any and all additional space (in addition to space on the fourth (4th) floor) that is the subject of such bona-fide third party offer) at the rent, for the term and upon the Terms other fundamental economic terms and conditions contained in such First Refusal Notice, including, but not limited to, rental concessions and improvement allowances. If Tenant does not so notify Landlord within such Election Period of Tenant’s exercise of its first refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the foregoing being referred to herein as a “First Refusal Rejection”), then Landlord shall be free to negotiate and enter into a lease for the First Refusal Space to anyone whom it desires on (i) the net-effective economic terms which are no more than five percent (5.0%) more beneficial to such party than those set forth in the First Refusal Notice or (as determined by calculating the net rent on an effective basis, which net effective rent shall then be present valued and reduced by all upfront concessions and, thereafter, shall be future valued into an average annual constant rental rate figure) and (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any fundamental non-economic terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which that are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable beneficial to the third such party (3rdas reasonably determined by Landlord) party than those set forth in the Second Chance First Refusal Notice. For purposes In the event Landlord does not lease such First Refusal Space pursuant to the foregoing sentence within a period of one hundred eighty (180) days commencing upon the expiration of the Election Period, Tenant’s rights to such space under this Section 1.4.2, the Terms 1.3 shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)after such period renew.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the First Refusal NoticeOffer Notice Space, then within five (5) business days after delivery of the such First Refusal Offer Notice to Tenant (the “Election Date”)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 elect either to (i) lease the entire space described in First Offer Notice Space and on the First Refusal Notice upon the Offer Economic Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desirescontained therein. If Tenant does not so respond in writing to Landlord’s exercise its right of first offer within the five (5) business day time period (on all of the First Refusal Notice by the Election DateOffer Economic Terms), Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Offer Notice Space (a “New Lease”) to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal offer shall terminate (as it pertains to the space described in First Offer Notice Space) thereupon automatically terminate and this Section 7 (as it pertains to the First Refusal NoticeOffer Notice Space) shall be null and void and of no further force or effect; provided, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoinghowever, that if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms terms which are are, in the aggregate, materially more favorable to a prospective third (3rd) party tenant than those First Offer Economic Terms proposed by Landlord in the Terms set forth in such First Refusal NoticeOffer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described First Offer Notice Space on such more favorable 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 less than ninety-five percent (95%) of the net effective rental rate for such First Offer Notice Space as those proposed by Landlord in the First Refusal Offer Notice on such materially more favorable Termsto Tenant. Tenant’s failure to elect to lease the space described in the First Refusal Offer Notice Space upon such materially more favorable First Offer Economic Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Offer Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable First Offer Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially terms no more favorable to the third (3rd) party than those set forth in the Second Chance Offer Notice. For purposes of this Section 1.4.27(b), “net effective rental rate” shall mean the Terms shall be considered "materially more favorable" amount of rent received by Landlord after deducting for any allowances or concessions given to a tenant or Tenant (as the case may be), including without limitation the value of any work performed by Landlord prior to the application of any tenant improvement allowance, and net of any operating expenses and taxes where applicable. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if the financial terms or the size at all, with respect to all of the space described in comprising the First Refusal Offer Notice change 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. If Landlord does not enter into a lease or leases for all of the First Offer Space identified by Landlord in such First Offer Notice within six (6) months after the date Landlord first delivered such First Offer Notice to Tenant, then Landlord shall submit to Tenant a new First Offer Notice with respect to any such unleased First Offer Space prior to the first time after such 6-month period that Landlord intends to lease such space to another party, provided that no Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s favor by more than five percent (5%)receipt of such new First Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s its right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within ten (10) days of delivery of such First Offer Notice to Tenant (“Offer Exercise Period”), Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in such First Offer Notice. If Tenant timely exercises its right of first offer as set forth herein, Landlord and Tenant shall, within five (5) business days after delivery Landlord's receipt of Tenant's notice, meet and discuss the lease of the space described in such First Refusal Offer Notice from Landlord to Tenant (the “Election Date”"First Offer Meeting"). If Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space within five (5) business days after the First Offer Meeting (the "First Offer Negotiation Period"), then Tenant shall deliver written notice have the right to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the irrevocably exercise its option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Offer Notice but have the material economic terms of the lease of such space determined pursuant to anyone the terms of Section 2.2.3 of this Lease, below, by delivering written notice of such exercise (the "Irrevocable Exercise Notice") to whom Landlord desires prior to 4 HCP, INC.[4939 Director's Place][Sorrento Therapeutics, Inc.] the expiration of the First Offer Negotiation Period. If Landlord and Tenant’s right of first refusal shall terminate Tenant do not reach agreement as to the material economic terms of the lease of such space described in prior to the expiration of the First Refusal Offer Negotiation Period and Tenant fails to timely deliver an Irrevocable Exercise Notice, subject then Tenant will not be required to lease the Second Chance Notice provisions set forth below First Offer Space and Landlord, in its sole and absolute discretion, shall have the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after right to terminate negotiations with Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity and to lease the space described in the First Refusal Offer Notice to anyone whom Landlord desires on such materially more favorable Termsany terms which Landlord desires. Tenant’s failure 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 the only a portion thereof. If Tenant does not exercise its right of first offer with respect to any space described in the a First Refusal Offer Notice upon such materially more favorable Terms by written notice or if Tenant fails to Landlord within three (3) business days after Tenant’s receipt of such Second Chance respond to a First Offer Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable prior to the third (3rd) party than those expiration of the Offer Exercise Period, then Tenant's right of first offer as set forth in this Section 1.3 shall terminate as to the space set forth in the Second Chance First Offer Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%).

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five (5) business days after of delivery of the First Refusal Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first refusal with respect to which Tenant shall elect either to (i) lease all of the entire space First Refusal Space described in the First Refusal Notice at the rent, for the term and upon the Terms set forth other fundamental economic terms and conditions contained in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlordnotify Landlord within such five (5) day period of Tenant’s First Refusal Notice by the Election Dateexercise of its first refusal right, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires negotiate and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in for the First Refusal Notice Space with the party with whom the “bona-fide third-party offer” was made, on the net-effective economic terms and the fundamental non-economic terms which are no more than four percent (5.0%) more beneficial to such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance First Refusal Notice. For purposes In the event Landlord does not lease such First Refusal Space to such party pursuant to the foregoing sentence within one hundred twenty (120) days of the date of such First Refusal Notice, Tenant shall retain the right of first refusal set forth in this Section 1.4.21.4 and Landlord shall provide Tenant with another First Refusal Notice, when and if Landlord receives any subsequent “bona-fide third-party offer”. After Landlord enters into any lease of First Refusal Space to any such third party in accordance with the Terms foregoing (“Third Party Lease”), Tenant’s rights under this Section 1.4 shall be considered "materially more favorable" if subordinate to the financial terms or the size rights of the tenant under the Third Party Lease with respect to the space described in leased and encumbered pursuant to the First Refusal Notice change in Tenant’s favor by more than five percent (5%)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. If Tenant wishes to exercise Tenant’s right of first refusal with respect purchase the Offer Property pursuant to the space Purchase Economic Terms described in the First Refusal Offer Notice, then within five fifteen (515) business days after delivery of the First Refusal Offer Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease purchase the entire space described in Offer Property pursuant to the First Refusal Notice upon the Purchase Economic Terms set forth in the First Refusal Notice or Offer Notice; (ii) refuse to lease such space identified in purchase the First Refusal NoticeOffer Property, in which event Tenant’s right of first offer set forth herein shall thereupon terminate and be of no further force or effect and Landlord may lease such space sell the Offer Property (or any portion thereof) to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date; provided, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Noticehowever, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, that if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease purchase and sale agreement upon Purchase Economic Terms which are are, in the aggregate, materially more favorable to a third (3rd) party tenant buyer than those Purchase Economic Terms proposed by Landlord in the Terms set forth in such First Refusal NoticeOffer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease purchase the space described Offer Property on such more favorable Purchase Economic Terms. For purposes hereof, Purchase Economic Terms shall be materially more favorable to a third party if such Purchase Economic Terms reflect a purchase price less than ninety- five percent (95%) of the purchase price for such Offer Property as proposed by Landlord in the First Refusal Offer Notice on such materially more favorable Termsto Tenant. Tenant’s failure to elect to lease purchase the space described in the First Refusal Notice Offer Property upon such materially more favorable Purchase Economic Terms by written notice to Landlord within three seven (37) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease purchase such space Offer Property upon such materially more favorable Purchase Economic Terms, in which case for a period of twelve (12) months after the date Landlord delivered such Second Chance Notice to Tenant, Landlord shall be entitled to lease sell such space Offer Property to any third (3rd) party on Terms not materially terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes If Landlord does not enter into a purchase and sale agreement and sell the Offer Property within twelve (12) months after that date Landlord delivers such Second Chance Notice to Tenant, then Landlord shall, subject to the limitations set forth above, submit to Tenant a new First Offer Notice with respect to any such unsold Offer Property prior to selling such property, in which event the foregoing procedures shall again apply following Tenant’s receipt of this Section 1.4.2such new First Offer Notice. If Tenant does not so respond in writing to Landlord’s First Offer Notice by the Election Date, the Terms Tenant shall be considered "materially more favorable" if deemed to have elected the financial terms or option described in clause (ii) above. Notwithstanding anything above to the size contrary contained herein, Tenant must elect to exercise its right of first offer herein within said fifteen (15) day period with respect to the space described entire Offer Property identified in the First Refusal Offer Notice change in Tenant’s favor by more than five percent (5%)and may not elect to purchase only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Suite 202 Right of first refusal First Offer with respect to the space Suite 202 Offer Space described in the First Refusal a Suite 202 Offer Notice, then within five on or before that date (5the “Suite 202 Exercise Date”) that is ten (10) business days after following delivery of the First Refusal such Suite 202 Offer Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“Tenant’s Election Suite 202 Exercise Notice”) pursuant irrevocably exercising its Suite 202 Right of First Offer with respect to which Tenant shall elect either to (i) lease the entire space Suite 202 Offer Space described in such Suite 202 Offer Notice on the First Refusal Notice upon the Terms set forth terms contained in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Suite 202 Offer Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing timely deliver a Suite 202 Exercise Notice to Landlord’s First Refusal Notice by Landlord on or before the Election Suite 202 Exercise Date, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal such Suite 202 Offer Notice to anyone to whom Landlord desires and Tenant’s right on any terms Landlord desires for a period of first refusal shall terminate as to twelve (12) months following the space described in relevant Suite 202 Exercise Date (the First Refusal Notice“Suite 202 Leasing Period”); provided, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoinghowever, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends desires to enter into a lease upon of such Suite 202 Offer Space with a prospective tenant, but such lease would be on Economic Terms which (as defined below) that are materially more than ten percent (10%) more favorable to a third (3rd) party such prospective tenant than the most favorable Economic Terms set forth in such First Refusal Noticeoffered by Landlord to Tenant, then Landlord shall first deliver written notice another Suite 202 Offer Notice to Tenant (“Second Chance Notice”) providing Tenant with respect to such Suite 202 Offer Space, which Suite 202 Offer Notice shall contain the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure Economic Terms prior to elect to entering into a lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord Suite 202 Offer Space. As used in this Section 8.2, “Economic Terms” shall refer to the following terms, which for purposes of comparison shall be deemed aggregated to constitute Tenant’s election not determine a net effective rent: (A) the fixed rental rate and any applicable escalations thereto (including the intervals and rates of such escalations); (B) all applicable terms related to lease such space upon such materially more favorable Termsoperating expense and tax reimbursements (e.g., in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms “base year” or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%).“expense

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five (5) business days after of delivery of the First Refusal Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first refusal with respect to which Tenant shall elect either to (i) lease all of the entire space First Refusal Space described in the First Refusal Notice at the rent, for the term and upon the Terms set forth other fundamental economic terms and conditions contained in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space including, but not limited to any person or entity on any terms Landlord desiresrental concessions and improvement allowances. If Tenant does not so respond in writing to Landlordnotify Landlord within such five (5) business day period of Tenant’s First Refusal Notice by the Election Dateexercise of its first refusal right, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires negotiate and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in for the First Refusal Notice Space to anyone whom it desires on the net-effective economic terms and the fundamental non-economic terms which are no more than five percent (5.0%) more beneficial to such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance First Refusal Notice. For purposes In the event Landlord does not lease such First Refusal Space pursuant to the foregoing sentence within a period of one hundred eighty (180) days commencing upon the expiration of the five (5) business day period, after which time, Tenant’s rights to such space under this Section 1.4.21.3 shall renew. Notwithstanding the foregoing, the Terms Tenant’s ongoing right of first refusal shall be considered "materially more favorable" if the financial terms or the size subordinate to all currently-existing rights which are set forth in leases of space with other tenants of the space described Project (“Superior Right Holders”), including any renewal, extension or expansion rights set forth in the such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease. After Landlord enters into any lease of First Refusal Notice change Space (“Third Party Lease”) to any such third party (“Third Party Tenant”) in accordance with the foregoing, Tenant’s favor by more than five percent (5%)rights under this Section 1.3 shall be subordinate to the rights of the tenant under the Third Party Lease with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease, all extensions and renewals thereof, all expansion options and all right of first offer expansions contained therein.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of first refusal First Refusal with respect to the space Offer Space described in the First Refusal NoticeThird Party Proposal, then within five (5) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice Offer Space upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal NoticeOffer Space, in which event Landlord may lease such space Offer Space to any person or entity on any terms Landlord desiresconsistent with the Third Party Proposal, subject to Tenant’s Second Chance Notice set forth below. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free to lease the space Offer Space described in the First Refusal Notice during the six (6) month period following the Election Date to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 1.5.4 below. Notwithstanding the foregoing, if after If Tenant elects (or is deemed to have elected) to proceed under subsection the option described in clause (ii) above in response to any particular First Refusal Notice, and during the six (6) month period following such election Landlord intends to enter into a lease for the Offer Space either (a) upon Terms which are materially more favorable to a third (3rd) party tenant than the those Terms set forth in such the First Refusal Notice, or (b) to a Direct Competitor of Tenant (as hereinafter defined), Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space Offer Space described in the First Refusal Notice (as the same may have been modified by the materially more favorable Terms) on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice Offer Space upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space Offer Space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party (other than a Direct Competitor of Tenant, unless such Direct Competitor is indicated as the prospective tenant in the Second Chance Notice) on Terms not materially terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.21.5.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%).“materially

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space First Refusal Space described in the First Refusal Notice, then within five ten (510) business days after Xxxxxxxx’s delivery of the such First Refusal Notice to Tenant (the “Election Date"Exercise Period”), Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first refusal with respect to which Tenant shall elect either to (i) lease the entire space described in all of the First Refusal Space described in such First Refusal Notice upon on the Economic Terms contained in such First Refusal Notice and the non-economic terms set forth in this Lease to the First Refusal Notice extent not modified by or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresinconsistent with this Section 1.5. If Tenant does not so respond in writing to Landlordnotify Landlord within such ten (10) business day period of Tenant’s First Refusal Notice by the Election Dateexercise of its first refusal right, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires negotiate and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in for such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant Space with the opportunity to lease third party (or its affiliate) that made the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice Acceptable Third Party Offer to Landlord within three upon any terms Landlord desires; provided, however, that (3i) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms Economic Terms of Landlord’s proposed lease to such third party (or the size of the space described in the First Refusal Notice change in Tenant’s favor by its affiliate) are more than five percent (5%) more favorable to such third party (or its affiliate) than those Economic Terms proposed by Landlord in the First Refusal Notice, and such proposed lease is to be entered into prior to the end of the First Refusal Period, then before entering into such third party lease, Landlord shall notify Tenant of such materially more favorable Economic Terms and Tenant shall again have the right to lease such First Refusal Space upon such more favorable Economic Terms exercisable by delivering written notice thereof to Landlord within ten (10) business days after Xxxxxx’s receipt of Landlord’s notice; and (ii) Landlord shall have no right to lease to any third party any First Refusal Space identified in Landlord’s First Refusal Space that is located on the sixth (6th) floor of the Building unless the sixth (6th) floor of Building D is under a lease to any third party; provided, however, the restriction in this clause (ii) shall (A) not apply during the period of time that the available space on the sixth (6th) floor of Building D that is not then under a lease is not of sufficient size to meet the space requirements of the prospective third party tenant identified in the Acceptable Third Party Offer, (B) not apply at any time after the Lease Commencement Date that the Original Tenant and any Affiliate assignees and subtenants fail to collectively be in physical occupancy and possession of at least two (2) full floors of the Building leased by Tenant under this Lease, (C) no longer apply if Building D is not owned by the original Landlord executing this Lease (the “Original Landlord”) or an Original Landlord Affiliate (as defined below), and (D) no longer apply if Building D is no longer managed or operated as an office building. As used herein, an “Original Landlord Affiliate” shall mean any parent or subsidiary of the Original Landlord, or any person or entity which controls, is controlled by, or is under common control with the Original Landlord (with “control” to be defined as set forth in Section 14.7 below). Tenant’s right of first refusal to lease any First Refusal Space not previously identified in any First Refusal Notice delivered by Landlord to Tenant shall not terminate as a result of Tenant’s failure to timely exercise its first refusal right herein to lease any other First Refusal Space so identified in a First Refusal Notice at that time, and shall continue (but not beyond the First Refusal Period) until such time as Landlord receives an Acceptable Third Party Offer for such space as provided above in this Section 1.4, in which case the foregoing procedures of this Section 1.4 shall apply with respect to such non-previously identified First Refusal Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresdesires and Tenant’s right of first refusal with respect to the First Right Space specified in Landlord’s First Refusal Notice shall thereupon terminate and be of no further force or effect, provided, however, that in the event Landlord desires to lease the First Refusal Space to another person or entity on Terms which are “More Favorable” than those Terms proposed by Landlord in the First Refusal Notice, Landlord will again be obligated to deliver a First Refusal Notice to Tenant containing such revised Terms and Tenant will thereafter have three (3) business days to deliver Tenant’s Election Notice as set forth above. The term “More Favorable” means an effective rental rate (determined by blending all concessions on a straight line basis over the proposed term) that is more than four percent (4%) less than the effective rental rate identified in the First Refusal Notice. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free above. Notwithstanding anything herein to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s contrary, Tenant may only exercise its right of first refusal shall terminate as with respect to all of the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into not a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five (5) business days after of delivery of the such First Refusal Offer Notice to Tenant (the “Election Date”)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 elect either to (i) lease the entire space described in such First Offer Notice on the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desirescontained therein. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by notify Landlord within the Election Datefive (5) business day period set forth above, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Offer Notice to anyone to whom Landlord desires and Tenant’s right on any “Economic Terms” (as that term is defined below) Landlord desires, provided, however, if Landlord (A) has not entered into a lease with respect to such First Offer Space within one hundred eighty (180) days after the date of first refusal shall terminate as to the space described in the First Refusal Offer Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects or (or is deemed to have electedB) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends desires to enter into a lease upon of such First Offer Space with a third party on Economic Terms which that are materially more than ten percent (10%) more favorable to a such third (3rd) party tenant than the most favorable Economic Terms set forth in such First Refusal Notice, offered by Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Offer Notice on (with reasonable and appropriate adjustments made to such materially Economic Terms to account for any difference in the length of the offered lease terms for the First Offer Space), then Landlord shall deliver another First Offer Notice to Tenant with respect to such First Offer Space (and, if applicable, such First Offer Notice to Tenant shall contain the more favorable Economic Terms) prior to entering into a lease of such First Offer Space with a third party. Tenant’s failure Tenant shall have the same rights with respect to such First Offer Notice as it had with respect to the initial First Offer Notice. As used in this Section 1.3, “Economic Terms” shall refer to the net, aggregated cost to Tenant or another party, on a present value basis, of the effect of the following terms for any particular First Offer Space: (i) the rental rate (including additional rent and considering any “base year” or “expense stop” applicable thereto); (ii) the amount of any improvement allowance or the value of any work to be performed by Landlord in connection with the lease of such First Offer Space (which amount is a deduction from the cost to Tenant or such other party); and (iii) the amount of free rent (which amount is a deduction from the cost to Tenant or such other party). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right 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 the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise the Right of First Offer to Purchase, Tenant shall notify Landlord in writing ("Tenant’s right of first refusal with respect to the space described in the First Refusal 's Exercise Notice, then ") within five ten (510) business days after delivery following receipt of the First Refusal Purchase Offer Notice to Tenant (the “Election Date”"Tenant's Notice Period"), Tenant shall deliver written notice of Tenant's exercise of the Right of First Offer to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms Purchase, as set forth in the First Refusal Notice or Purchase Offer Notice. Thereafter, for a period not to exceed thirty (ii30) refuse days following Landlord's receipt of Tenant's Exercise Notice, Landlord and Tenant shall proceed to lease such space identified attempt in good faith to negotiate a purchase and sale agreement (the "Purchase Agreement"), which Purchase Agreement shall include the terms set forth in the First Refusal Notice, in which event Purchase Offer Notice and terms otherwise agreed upon by Landlord may lease such space to any person or entity on any terms Landlord desiresand Tenant. If Tenant does not so respond in writing (i) deliver Tenant's Exercise Notice as required hereunder prior to the expiration of Tenant's Notice Period, (ii) execute and deliver to Landlord a Purchase Agreement within thirty (30) days following Landlord's receipt of Tenant's Exercise Notice (the "Negotiation Period"), unless such failure is due to Landlord’s First Refusal failure to negotiate in good faith, and (iii) deliver the Deposit to the escrow holder identified in the Purchase Agreement (the "Escrow Holder") concurrently with Tenant's delivery of the executed Purchase Agreement (collectively, items (i), (ii) and (iii), the "Post Exercise Transaction Requirements"), Landlord shall thereafter be free to sell the Building to any party thereafter on any terms elected by Landlord in its sole discretion. If Tenant timely delivers Tenant's Exercise Notice and timely satisfies the Post Exercise Transaction Requirements as required hereunder, Landlord shall promptly execute the Purchase Agreement and deliver the fully executed Purchase Agreement and Deposit to Escrow Holder. The Purchase Agreement shall be deemed to be effective as of the date of delivery to the Escrow Holder. Tenant shall thereafter have until the expiration of the Contingency Date stated in the Purchase Agreement, within which to (A) complete all due diligence reviews required by Tenant (which shall be conducted by Tenant, to the Election extent Tenant, in its sole and absolute discretion, elects to conduct such reviews, in accordance with the provisions of the Purchase Agreement), and to (B) irrevocably elect to proceed to purchase the Building. Closing shall occur on the Closing Date set forth in the Purchase Agreement. If Tenant does not irrevocably and in writing elect to terminate the Purchase Agreement prior to the expiration of the Contingency Date, effective as of the expiration of the Contingency Date, the Purchase Agreement shall continue in full force and effect. If terminated, Tenant shall be deemed entitled to have elected withdraw Tenant's Exercise Notice and receive an immediate refund of any Deposit then held by the option described in clause (ii) above Escrow Holder, Tenant and Landlord shall be relieved from all obligations thereunder, and Landlord shall be free to lease sell the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response Building to any particular First Refusal Notice, party thereafter on any terms elected by Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)its sole discretion.

Procedure for Acceptance. If Tenant wishes to exercise the Purchase ROFO, Tenant shall notify Landlord in writing ("Tenant’s 's Exercise Notice") on or before the date that occurs ten (10) business days following Tenant's receipt of the Purchase ROFO Notice ("Tenant's Notice Period"), of Tenant's irrevocable exercise of the Purchase ROFO at the purchase price and other terms set forth in Purchase ROFO Notice. Following Landlord's receipt of Tenant's Exercise Notice ("Tenant's Negotiation Period"), Landlord and Tenant shall negotiate exclusively and in good faith, and shall execute and deliver a purchase and sale agreement (the "Purchase Agreement") for the sale of the For Sale Property to Tenant containing the terms set forth in the Purchase ROFO Notice. If (i) Tenant does not timely deliver Tenant's Exercise Notice, or (ii) Tenant timely delivers Tenant's Exercise Notice, but, despite negotiating in good faith, Landlord and Tenant fail to fully execute and deliver the Purchase Agreement on or before the date that occurs sixty (60) days after the date Landlord receives Tenant's Exercise Notice, then Landlord shall thereafter be free to sell the For Sale Property to any party thereafter on any terms elected by Landlord in its sole discretion; provided, however, prior to offering the For Sale Property to a third party at a Purchase Price that is less than ninety-two and one-half percent (92½%) of the Purchase Price set forth in any Purchase ROFO Notice, Landlord shall deliver to Tenant a modified Purchase ROFO Notice at the reduced Purchase Price and Tenant shall again have the right to deliver a Tenant's Exercise Notice pursuant to the terms of first refusal this Section 1.7.2, and (z) if Landlord withdraws the For Sale Property from the market (except during negotiations or contract periods relating to the sale or potential sale of the For Sale Property in accordance with this Section 1.7), Landlord must again issue a Purchase ROFO Notice before again actively marketing the Project. Time is of the essence with respect to the space described in the First Refusal giving of Tenant's Exercise Notice, then within five (5) business days after Tenant's Notice Period and the execution and delivery of the First Refusal Notice to Purchase Agreement. Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed specifically enforce its Purchase ROFO rights under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)1.7.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of first refusal First Refusal with respect to the space described in the a First Refusal Notice, then within five (5) 5 business days after of delivery of the such First Refusal Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (a “Tenant’s Election First Refusal Acceptance Notice”) pursuant of Tenant’s exercise of the Right of First Refusal with respect to which Tenant shall elect either to (i) lease the entire space described in the such First Refusal Notice upon on the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desirescontained therein. If Tenant does not so respond in writing to Landlord’s deliver a First Refusal Acceptance Notice by within the Election Date5 business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the such First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, if the transaction does not consummate within 6 months from the date of Landlord’s First Refusal Notice, or if there is a reduction in base rent of more than 10%, an increase in the allowance by more than 10% or an extension or reduction of the term for more than one (1) year, Landlord shall be obliged to present the revised Offer from that Prospect, or the next Offer from a new Prospect, to Tenant in a First Refusal Notice, as the case may be. Notwithstanding anything to the contrary contained herein, (a) Tenant must elect to exercise the Right of First Refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant’s Tenant may not elect to lease only a portion thereof, and (b) if the First Refusal Notice includes space in excess of the First Refusal Space, Tenant must exercise its right of first refusal shall terminate hereunder, if at all, as to all of the space described contained in the First Refusal Notice, subject and Tenant may not elect to lease only the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than Space. If Tenant does not exercise the Terms set forth in such Right of First Refusal Notice, Landlord shall first deliver written notice with respect to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in a First Refusal Notice or if Tenant fails to respond to a First Refusal Notice within 5 business days of delivery thereof, then Tenant’s Right of First Refusal as set forth in this exhibit shall terminate as to the portion of the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable TermsSpace so offered, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)except as provided above.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first refusal with respect to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in and on the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresEconomic Terms contained therein. If Tenant does not so respond in writing to Landlord’s exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Notice by the Election DateEconomic Terms), Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s right of first refusal shall terminate on any terms Landlord desires provided that in the event the terms are altered so as to reduce the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 Net Effective Rental Rate (as defined below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)) of the net effective rental rate listed in the First Refusal Economic Terms offered to Tenant, Landlord will again be obligated to offer the First Refusal Space to Tenant on such revised First Refusal Economic Terms and Tenant will have three (3) business days to deliver written notice to Landlord of Tenant’s exercise of its right of first refusal. The term “Net Effective Rental Rate” shall mean the rental rate, as adjusted to reflect the value of any free rent, tenant improvement allowance or similar monetary concessions contained in the First Refusal Notice. If after Tenant’s failure to exercise the right of first refusal as to a particular First Refusal Space Landlord leases such space, then upon the expiration of the term of such lease Tenant’s right of first refusal shall again apply to such space, subject, however to the Superior Rights and the prior right of the tenant under such lease to renew the term thereof, regardless of whether such renewal is pursuant to an express provision in such lease or pursuant to a lease amendment or new lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five ten (510) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written an unconditional irrevocable notice to Landlord (“of Tenant’s Election Notice”) pursuant exercise of its right of first refusal with respect to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon Notice, and the Economic Terms shall be as set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by unconditionally exercise its right of first refusal within the Election Dateten (10) business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal shall terminate as to the space First Refusal Space described in the First Refusal Notice; provided, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoinghowever, that if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Economic Terms which are materially more than ten percent (10%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the such First Refusal Notice Space on such materially more favorable Economic Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice Space upon such materially more favorable Economic Terms by written notice to Landlord within three (3) business days after Tenant’s receipt Tenaxx’x xeceipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes Furthermore, if Landlord fails to enter into a lease with a third (3rd) party for such First Refusal Space within six (6) months after the date of the First Refusal Notice, Landlord shall again be obligated to provided Tenant with a First Refusal Notice and the procedure described herein shall be repeated prior to Landlord’s lease of such First Refusal Space to a third (3rd) party. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.22.4.2 above, Tenant shall have a continuing right of first refusal to lease such First Refusal Space after the Terms expiration or earlier termination of such third (3rd) party lease, and the new third (3rd) party lease for such First Refusal Space shall be considered "materially more favorable" deemed to be a Superior Lease, and Tenant’s continuing right of first refusal shall thereafter be subject the Superior Rights associated with such Superior Lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if the financial terms or the size at all, with respect to all of the space described offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof unless Landlord expressly provides to the contrary in the applicable First Refusal Notice change in Tenant’s favor by more than five percent (5%)Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of first refusal First Offer with respect to the space described in the First Refusal Offer Notice, then within five ten (510) business days after of delivery of the First Refusal Offer Notice to Tenant (the “Election Date”)Tenant, Tenant shall have the right to deliver written notice to Landlord (“Tenant’s Election First Offer Exercise Notice”) pursuant of Tenant’s election to which Tenant shall elect either exercise its right of first offer with respect to (i) lease the entire space described in the First Refusal Offer Notice upon on the Terms set forth terms contained in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desiresnotice. If Tenant does not so respond in writing to Landlorddeliver Tenant’s First Refusal Offer Exercise Notice by within the Election Dateten (10) business day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to enter into a lease (“Third Party Lease”) for the space described in the First Refusal Offer Notice to anyone to whom Landlord desires and on any terms Landlord desires for a period of six (6) months after the expiration of such ten (10) business day period. If Landlord enters into a Third Party Lease during such six (6)-month period, then Tenant’s right of first refusal offer as set forth in this Section 1.3 shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size all of the space described in such First Offer Notice provided, however, that if Landlord desires to lease the First Refusal Offer Space to a third party at less than ninety percent (90%) of the “net effective rent” (i.e., the actual rent taking into account all economic terms) set forth in Landlord’s First Offer Notice, Landlord shall deliver a second notice to Tenant with respect to such First Offer Space (and Landlord’s second notice shall contain the then-current terms). Tenant shall have the same rights with respect to the second notice as it had with respect to the initial First Offer Notice, except that Tenant shall only have five (5) business days following receipt of the First Offer Notice change in to deliver Tenant’s favor First Offer Exercise Notice. If Landlord does not enter into a Third Party Lease during such six (6)-month period, then Tenant’s rights under this Section 1.3 shall remain in effect and Landlord shall follow the procedure herein prior to entering into a Third Party Lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Right of First Offer, if at all, with respect to all of the space offered by more than five percent (5%)Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right its Right of first refusal with respect First Opportunity as to the space described in then available portion of the First Refusal NoticeOpportunity Spaces, then within three (3) business days of Landlord's delivery of the First Opportunity Notice to Tenant, Tenant shall deliver written notice (the "Space Exercise Notice") to Landlord of Tenant's intention to exercise its Right of First Opportunity. If Tenant timely exercises its Right of First Opportunity as set forth herein, then Landlord and Tenant shall, within five (5) business days after delivery Landlord's receipt of the Space Exercise Notice, meet and discuss during one (1) or more meetings, as is then appropriate under the circumstances, Tenant's prospective lease from Landlord of the then available portion of the First Refusal Notice to Tenant Opportunity Spaces (collectively, the “Election Date”"Opportunity Meetings"), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant shall have failed to deliver a Space Exercise Notice to Landlord within the aforesaid three (3) day period, or if Tenant does deliver a Space Exercise Notice within such period but Landlord and Tenant do not so respond in writing reach agreement as to Landlord’s the material economic terms of the prospective lease of the then available portion of the First Refusal Notice by Opportunity Spaces within ten (10) business days of the Election Datefirst Opportunity Meeting (a "Negotiation Impasse"), Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in then available portion of the First Refusal Notice Opportunity Space to anyone to whom Landlord desires on any terms which Landlord desires (and Tenant’s right Landlord shall be free to not lease the then available portion of first refusal the First Opportunity Space to anyone at all), and Tenant shall terminate have no further rights under this Article 1(C) as to the space described in floor of the Building to which the First Refusal Notice, subject to the Second Chance Opportunity Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)relates.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the space described in the a First Refusal Offer Notice, then within five ten (510) business days after Business Days of delivery of the such First Refusal Offer Notice to Tenant (the “Election Date”)Tenant, Tenant shall deliver written notice to Landlord (the “Tenant’s Election First Offer Exercise Notice”) pursuant irrevocably exercising its right of first offer with respect to which Tenant shall elect either to (i) lease the entire space described in such First Offer Notice, or, if applicable, any portion thereof consisting of one or more of the separately demised suites comprising the First Refusal Notice upon Offer Space (provided that Tenant shall not have the Terms set forth right to lease only one or more separately demised portions of the First Offer Space in the event that a third party is interested in leasing more than one of the suites comprising the First Offer Space), on the terms contained in the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Offer Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing deliver the First Offer Exercise Notice to Landlord’s First Refusal Notice by Landlord within the Election Dateten (10) Business Day period, Tenant shall be deemed to have elected the option described in clause (ii) above and then Landlord shall be free to lease the space described in the such First Refusal Offer Notice to anyone to whom Landlord desires on terms which are “materially consistent” with the economic terms and Tenant’s right of first refusal shall terminate as to the space described conditions set forth in the First Refusal Offer Notice. As used herein, subject the economic terms relating to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable Offer Space offered to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election be “materially consistent” with the terms of the First Offer Notice, if such economic terms are not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third than ten percent (3rd10%) party on Terms not materially more favorable to the such third (3rd) party than those the economic terms set forth in the Second Chance First Offer Notice. For purposes In the event that Landlord elects to offer the First Offer Space to a third party on terms that are not materially consistent with the economic terms set forth in the First Offer Notice, then before entering into a lease with such third party, Landlord shall deliver another First Offer Notice to Tenant pursuant to the terms of this Section 1.4.22.5 and Tenant shall thereafter have the right to exercise its right of first offer within ten (10) Business Days following Landlord’s delivery of such First Offer Notice, in accordance with the Terms shall be considered "materially more favorable" terms of this Section 2.5. Except as otherwise expressly set forth herein, Tenant must elect to exercise its right of first offer, if the financial terms or the size at all, with respect to all of the space described in the First Refusal Notice change in Tenant’s favor offered by more than five percent (5%)Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal with respect to On or before the space described in the First Refusal Notice, then within five date which is three (53) business days after delivery Tenant’s receipt of the Landlord’s First Refusal Notice to Tenant (the “Election Date”), Tenant 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 to: (i) lease the an entire space First Refusal Space described in the First Refusal Notice upon the Terms terms set forth in the First Refusal Notice Notice; or (ii) refuse to lease such space First Refusal Space identified in the First Refusal Notice, in which event Landlord may lease such space to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election DateDate or wishes to modify the terms set forth in the First Refusal Notice, Tenant shall be deemed to have elected not to lease such First Refusal Space. If Tenant does not elect or is deemed to have elected not to lease either of the option described First Refusal Spaces, then Tenant’s First Refusal Right set forth in clause (ii) above this Addendum 1 shall terminate and Landlord shall be free thereafter have the right to lease the space described in the all or any portion of such First Refusal Notice Spaces to anyone to whom Landlord desires and on any terms Landlord desires, provided, however, following Tenant’s right of first refusal shall terminate as election (or deemed election) not to lease a First Refusal Space on the space described terms set forth in the First Refusal Notice, subject in the event that Landlord offers such First Refusal Space to another party on terms that have a net effective rate that are more than ten percent (10%) better than the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoing, if after net effective rate offered to Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular a First Refusal Notice, then Tenant shall again have a First Refusal Right with respect to such First Refusal Space and Landlord intends shall again be required to enter into offer such space to Tenant in accordance with the terms of this Addendum 1. Furthermore, in the event that Tenant does not exercise (or otherwise waive) its First Refusal Right following receipt of a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, and, thereafter, Landlord shall first deliver written notice has not entered into a lease with the third party whose Lease Proposal terms were presented to Tenant within six (“Second Chance Notice”6) providing Tenant with months after the opportunity to lease date of the space described in the applicable First Refusal Notice on such materially more favorable Terms. Notice, Tenant’s failure to elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord Right shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable again apply to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the subject First Refusal Notice change in Tenant’s favor by more than five percent (5%)Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first refusal offer with respect to the First Offer Space, then within ten (10) business days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of first offer with respect to the First Offer Space on the terms set forth in the First Offer Notice (the “Acceptance Notice”). If Tenant does not elect to exercise its right to lease the First Offer Space within such ten (10) business day period (the “Exercise Period”), then Landlord may lease the First Offer Space to any third party on terms that are not Substantially More Favorable Terms (as defined below), provided, however, if Landlord does not execute a binding lease document (on terms that are not Substantially More Favorable Terms) within one hundred eighty (180) days from expiration of the Exercise Period, then Landlord must deliver a new First Offer Notice to Tenant prior to entering into a lease agreement with respect to the space described in original First Offer Notice and the procedures set forth in this Section 24.3 shall apply to such new First Refusal Offer Notice, then within . “Substantially More Favorable Terms” shall mean that the average “net effective rent” (defined below) offered to the potential tenant is less than ninety-five percent (595%) business days after delivery of the First Refusal Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire space described in the First Refusal Notice upon the Terms average net effective rent set forth in the First Refusal Offer Notice. The term “net effective rent” shall mean the net rental amount to be paid to Landlord, taking into account any tenant improvement expenses and allowances to be incurred by Landlord and any free rent or other monetary concessions granted by Landlord (amortized on a straight-line basis over the life of the lease term proposed under the First Offer Notice or (ii) refuse the terms to lease such space identified in the First Refusal Noticepotential tenant, in which event Landlord may lease such space as applicable). Notwithstanding anything to any person or entity on any terms Landlord desires. If Tenant does not so respond in writing to Landlord’s First Refusal Notice by the Election Datecontrary contained herein, Tenant shall be deemed must elect to have elected the option described in clause (ii) above and Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires and Tenant’s exercise its right of first refusal shall terminate as to the space described in the First Refusal Notice, subject to the Second Chance Notice provisions set forth below and the provisions of Section 1.4.4 below. Notwithstanding the foregoingoffer, if after at all, with respect to all of the applicable First Offer Space, and Tenant elects (or is deemed to have elected) to proceed under subsection (ii) above in response to any particular First Refusal Notice, Landlord intends to enter into a lease upon Terms which are materially more favorable to a third (3rd) party tenant than the Terms set forth in such First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable Terms. Tenant’s failure to may not elect to lease the space described in the First Refusal Notice upon such materially more favorable Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on Terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.4.2, the Terms shall be considered "materially more favorable" if the financial terms or the size of the space described in the First Refusal Notice change in Tenant’s favor by more than five percent (5%)only a portion thereof.