Common use of Procedure for Acceptance Clause in Contracts

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

Procedure for Acceptance. If Tenant wishes to exercise Tenant▇▇▇▇▇▇'s right ------------------------ of first offer with respect to the space described in the First Offer Notice, then within five seven (57) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's intention election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five such seven (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (157) day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding the foregoing, if Landlord desires to enter into such a lease or lease amendment with a third party on fundamental material economic terms and conditions that are more than ten percent (10%) more favorable than such fundamental material economic terms and conditions set forth in the First Offer Notice provided to Tenant's , then Landlord shall deliver another First Offer Notice to Tenant containing such more favorable terms and conditions. If Tenant thereafter wishes to exercise its right of first offer with respect to an offer contained in a subsequent First Offer Notice, Tenant shall terminate as to deliver the First Offer Exercise Notice to Landlord within five (5) days of delivery of such First Offer Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space described in which does not require Landlord to deliver another First Offer Notice to Tenant pursuant to the First Office Noticeterms of this paragraph or Tenant exercises such right of first offer, as applicable). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant Lessee wishes to exercise Tenant's Lessee’s right ------------------------ of first offer with respect to the space described in the a First Offer Notice, then within five seven (57) business days after of delivery of the such First Offer Notice to TenantLessee, Tenant Lessee shall deliver notice to Landlord Lessor of Tenant's Lessee’s intention to exercise its right of first offer with respect to the entire space described in such First Offer Notice on the terms contained therein; provided, however, Lessee may elect to exercise its right of first offer with respect to the space described in a First Offer Notice, but object to the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms Rent set forth in the First Offer Notice, Landlord and Tenant shallin which event the First Offer Rent shall be determined pursuant to the terms of Section 11.3, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsbelow. If Tenant does not so notify Landlord that it does not accept Lessee exercises its right of first offer with respect to the Economic Terms space described in a First Offer Notice, but fails to object to the First Offer Rent set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer rightNotice, the Economic Terms then Lessee shall be as deemed to have accepted the First Offer Rent set forth in the First Offer Notice. In addition, if Tenant If Lessee does not exercise its right of first offer so notify Lessor within the five seven (57) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord Lessor shall be free to lease the space described in the such First Offer Notice to anyone to whom Landlord Lessor desires on any terms Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Office NoticeLessor desires. Notwithstanding anything to the contrary contained herein, Tenant Lessee must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord Lessor to Tenant Lessee at any particular time, and Tenant Lessee may not elect to lease only a portion thereof. If Lessee does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Lessee fails to respond to a First Offer Notice within seven (7) business days of delivery thereof, then Lessee’s right of first offer as set forth in this Section 10 shall terminate as to all of the space described in such First Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ------------------------ of first offer with respect to the space described in the First Offer Notice, then within five seven (57) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five seven (57) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Office Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ------------------------ of first offer with respect to the space described in the First Offer Notice, then within five seven (57) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's intention election to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five such seven (57) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as desires; provided, that prior to entering a lease with a third party tenant on economic terms which, on a net effective, present value basis, are more than 7% more favorable to the tenant than the terms contained in the First Offer Space described Notice, Landlord shall first deliver a revised First Offer Notice to Tenant on such more favorable terms in accordance with the First Office Noticeprocedure set forth above. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.. 791223.03/WLA 186772-00003/3-7-19/gjn/gjn -5- [Edgewater Business Park] [Allogene Therapeutics, Inc.]

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right ------------------------ of first offer with respect to the space described in the First Offer Notice, then within five thirty (530) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to ’s exercise of its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in Notice and on the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic TermsTerms contained therein. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five said 30-day period (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination on all of the First Offer Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodTerms), then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any provided the economic terms Landlord desires and Tenant's right conditions of first offer shall terminate as such lease are not more favorable to the tenant thereunder than the terms and conditions in the First Offer Space described Notice. Landlord agrees that it will not offer to lease, or enter into a lease of the First Offer Space, on economic terms and conditions more favorable to the tenant thereunder than the terms and conditions in the First Office NoticeOffer Notice without first delivering Tenant another First Offer Notice containing such more favorable terms and conditions and repeating the procedures set forth in this Paragraph 55. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space comprising the First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthereof or object to any of the First Offer Economic Terms.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's its right ------------------------ of first offer with respect to the space described in the a First Offer Notice, then within five seven (57) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of irrevocably exercising Tenant's intention to exercise its ’s right of first offer with respect to the entire space described in such First Offer Notice and either (i) accepting the First Offer Notice. If concurrently with Tenant's exercise of Rent and the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms other economic terms set forth in the First Offer Notice concurrently with (the “Other Economic Terms”), in which case Tenant's exercise ’s lease of the first offer right, the Economic Terms First Offer Space shall be at the First Offer Rent and Other Economic Terms, or (ii) rejecting the First Offer Rent and Other Economic Terms, in which case the First Offer Rent and other economic terms applicable to Tenant’s lease of the First Offer Space shall be determined pursuant to arbitration as set forth in the First Offer NoticeSection 2.2.4 of this Lease, below. In addition, if If Tenant does not exercise its delivers notice to Landlord irrevocably exercising Tenant’s right of first offer within with respect to the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the entire space described in such First Offer Notice but fails to accept or reject the First Offer Notice Rent and Other Economic Terms, then Tenant shall be deemed to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as to have accepted the First Offer Space described in the First Office NoticeRent and Other Economic Terms. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice within seven (7) days of delivery thereof, then Tenant’s right of first offer as set forth in this Section 1.3 shall terminate as to all of the space described in such First Offer Notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ------------------------ the Right of first offer First Offer with respect to the space described in the First Offer Notice, then within five ten (510) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice (“First Offer Exercise Notice”) to Landlord of Tenant's intention to exercise its right of first offer the Right of First Offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth terms contained in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsnotice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five foregoing ten (510) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right desires; provided, however, if during the six (6) months following the end of first offer shall terminate as the foregoing ten (10) business day period Landlord intends to lease such First Offer Space to a third-party (A) with a rentable square footage less than ninety percent (90%) of that set forth in the First Offer Notice, or (B) at a rent and other fundamental economic terms and conditions 692500.09/WLA371593-00023/6-13-12/ao/ao -▇▇- ▇▇▇ ▇▇▇▇▇▇[▇▇▇▇▇▇ Realty, L.P.][Concur Technologies, Inc.] which together, on an average annual "net effective" basis, as that term is defined below, are more than ten percent (10%) more favorable to such tenant than the economic terms and conditions set forth in the First Offer Notice, then Landlord shall first again offer such First Offer Space to Tenant on such more favorable terms (the "Second Notice"). The Second Notice shall be subject to the same terms and conditions as the First Offer Notice, provided that if Tenant wishes to exercise the Right of First Offer with respect to the space described in the Second Notice, Tenant shall have a period of five (5) business days following delivery of the Second Notice to deliver a First Office NoticeOffer Exercise Notice to Landlord of Tenant's exercise of the Right of First Offer with respect to the entire space described in the Second Notice on the terms contained in such notice. As used in this Section 1.4.3, for purposes of determining the "net effective" value of the rent, the determined face (or gross) rent to be paid under the terms of a particular lease shall be adjusted based upon the value of all monetary concessions (specifically including, without limitation, any improvement allowance and/or free rental/construction period), with the value of such concessions evenly spread over the entire lease term on a straight-line basis, without interest. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right the Right of first offerFirst Offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ------------------------ of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Offer Notice (as well as the balance of the First Offer Space, if the space described in the First Offer Notice is less than the entirety of the First Offer Space) from time to time to anyone to whom Landlord desires on any terms Landlord desires desires, and Tenant's Tenant shall no longer have any right to lease the First Offer Space; provided, however, in the event Landlord has not entered into a lease for the applicable First Offer Space within one hundred eighty (180) days after the date of first a First Offer Notice, then prior to offering such space to a third party after the expiration of such 180-day period, Landlord shall re-offer shall terminate as to the First Offer Space described to Tenant pursuant to a new First Offer Notice and the procedures set forth in the First Office NoticeSection 41.1 and this Section 41.2 shall apply once again. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timein the First Offer Notice and upon the precise terms set forth in the First Offer Notice, and Tenant may not elect to lease only a portion thereofthereof or modify any terms set forth in the First Offer Notice. Any modification by Tenant of the Economic Terms shall constitute Tenant's election not to exercise the first offer right.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's ’s right ------------------------ of first offer with respect to the space described in the First Offer Notice, then within five (5) business days after of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to ’s exercise of its right of first offer with respect to the entire space described in the First Offer NoticeNotice on the terms contained in such notice. If In the event that concurrently with Tenant's ’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms First Offer Rent set forth in the First Offer Notice, Landlord and Tenant shallthe First Offer Rent shall be determined in accordance with the procedures set forth in Section 2.2.4 of this Lease; otherwise, for a period of fifteen (15) days after Tenant's exercise, negotiate the First Offer Rent shall be as set forth in good faith to reach agreement as to such Economic TermsLandlord’s First Offer Notice. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) business day period, or, if Tenant exercises period of Tenant’s exercise of its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day periodright, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and for a period of one hundred eighty (180) days commencing upon the expiration of the five (5) day period, after which time, Tenant's right ’s rights to such space under this Section 1.3 shall renew. In the event that Landlord does lease all or a portion of first offer shall terminate as to the First Offer Space pursuant to this Section 1.3.2, then such lease and all of its terms shall become a Superior Lease and the rights described in items (i) and (ii) of Section 1.3 above with respect to such lease shall be included within the First Office NoticeSuperior Rights. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

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

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

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

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

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right ------------------------ of first offer with respect to the space described in the a First Offer Notice, then within five seven (57) business days after of delivery of the such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the such First Offer Notice. If concurrently with Tenant's exercise of Notice on the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Termsterms contained therein. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five seven (57) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate that are not “materially more favorable” (as to defined below) than the terms set forth in the First Offer Space described in the First Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of first offer with respect to any space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice within seven (7) business days of delivery thereof, then Tenant's right of first offer as set forth in this Section 1.3 shall terminate as to all of the space described in such First Offer Notice. If Landlord fails to enter into a lease with a third party for such First Offer Space within nine (9) months thereafter, or if Landlord wishes to enter into a lease on terms that are materially more favorable to the tenant than those set forth in the First Offer Notice, then Landlord shall again provide Tenant with a First Offer Notice and Tenant shall have the same rights with respect to such First Offer Notice as are provided in this Section 1.3. For the purposes hereof, “terms materially more favorable” shall mean terms that result in a change, on a net present value basis, of seven percent (7%) or more (using an eight percent (8%) discount rate) to the material economic terms set forth in Landlord’s First Offer Notice.

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