Common use of Procedure for Offer Clause in Contracts

Procedure for Offer. Landlord shall notify Tenant in writing (the "First Offer Notice") from time to time when Landlord determines, in Landlord's sole and absolute discretion, that Landlord shall commence the marketing of the First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "First Offer Economic Terms"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last [***] months of the Lease Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice (as defined in the Extension Option Rider attached hereto) pertaining to the extension of the Lease Term (or the first Option Term (if applicable)) pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to the Extension Option Rider.

Procedure for Offer. Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, that Landlord shall commence the marketing of if the First Offer Space (or any portion thereof) because such space shall become or is expected to become thereof becomes available for lease to third parties. Pursuant to such First Offer Notice, where no holder of Superior Right desires Landlord shall offer to lease such spaceto Tenant the First Offer Space. The A First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's proposed the “First Offer Rent,” as that term is defined in Section 1.5.3 below, and the other material economic terms and conditions applicable non-economic terms upon which Landlord is willing to lease such space to Tenant's lease of such space (collectively, the "First Offer Economic Terms"). Notwithstanding any provision to the foregoingcontrary contained herein, Landlord's obligation as Landlord is in the process of negotiating the Current TPT Lease, and as it is contemplated that such Current TPT Lease will contain an option to extend the initial term identified therein, Landlord may deliver the a First Offer Notice shall not apply during to Tenant with respect to Suite 525 up to thirteen (13) months prior to the last [***] months then-scheduled expiration date of the Lease Term (or Current TPT Lease. Tenant’s rights with respect to Suite 525 identified in any such First Offer Notice delivered by Landlord to Tenant shall be the first Option Term (if applicable)) unless same as when Tenant has delivered an Interest receives any other First Offer Notice (as defined in the Extension Option Rider attached heretoi.e., if Tenant wishes to exercise Tenant’s right of first offer with respect to Suite 525, then within ten (10) pertaining days following delivery of such First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord of Tenant’s intention to exercise its right of first offer with respect to the extension of entire space described in such First Offer Notice on the Lease Term (or the first Option Term (if applicableterms contained therein)) pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to the Extension Option Rider.

Procedure for Offer. Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms")Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the Lease initial Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (as defined in the Extension Option Rider attached hereto) pertaining to the extension 8) months of the Lease initial Term (or the first Option Term (if applicable)) unless Tenant has timely delivered Tenant’s Exercise Notice to Landlord pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to the Extension Option Rider1 hereto.

Procedure for Offer. Landlord shall notify Tenant in writing (the "First Offer NoticeFIRST -------------------- OFFER NOTICE") from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "First Offer Economic TermsECONOMIC TERMS"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 30(1) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (as defined in the Extension Option Rider attached hereto) pertaining to the extension 8) months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)Section 30(1) pursuant to the Extension Option Riderabove.

Procedure for Offer. Landlord shall notify Tenant in writing (the "First Offer NoticeFIRST OFFER ------------------- NOTICE") from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "First Offer Economic TermsECONOMIC TERMS"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (as defined in the Extension Option Rider attached hereto) pertaining to the extension 8) months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)Section 31(c) pursuant to the Extension Option Riderabove.

Procedure for Offer. Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms”),including the proposed term of lease and the proposed rent payable for the First Offer Economic Terms")Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the Lease initial Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 3l(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (as defined in the Extension Option Rider attached hereto) pertaining to the extension 8) months of the Lease initial Term (or the first Option Term (if applicable)) unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to the Extension Option, Rider nor the period following Landlord's delivery Section 31(c) above and such right of the first offer shall not apply during any applicable Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to the Extension Option RiderTerm.

Procedure for Offer. Tenant shall notify Landlord in writing if Tenant desires to lease the First Offer Space. Within the 6-month period following Landlord’s receipt of any such notice from Tenant, Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "First Offer “Economic Terms"”). Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to Article 31 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (as defined in the Extension Option Rider attached hereto) pertaining to the extension 8) months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to the Extension Option RiderArticle 31 above.

Procedure for Offer. Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's ’s proposed economic terms and conditions applicable to Tenant's ’s lease of such space space, including the proposed term (collectively, the "“Economic Terms”), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Offer Economic Terms")Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last [***] eleven (11) months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice (as defined in the Extension Option Rider attached hereto) pertaining to the extension of the Lease Term (or the first Option Term (if applicable)) Landlord pursuant to Section 2.2 above nor shall Landlord be obligated to deliver the Extension Option, Rider nor First Offer Notice during the period following Landlord's ’s delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider Section 2.2 above unless and until Tenant has timely delivered the Option Notice to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to the Extension Option RiderSection 2.2 above.

Procedure for Offer. Landlord shall notify Tenant in writing (the "First Offer ------------------- Notice") from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no Initials: /s/ KM ----------- -31- /s/ VC ----------- holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "First Offer Economic Terms"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the initial Lease Term (or the first Option Term (if Term, as applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (as defined in the Extension Option Rider attached hereto) pertaining to the extension 8) months of the initial Lease Term (or the first Option Term (if Term, as applicable)) unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)Section 31(c) pursuant to the Extension Option Riderabove.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Right Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's ’s proposed economic terms and conditions applicable to Tenant's ’s lease of such space space, including the proposed term (collectively, the "First Offer “Economic Terms"”), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Right Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last [***] twelve (12) months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice (as defined in the Extension Option Rider attached hereto) pertaining to the extension Landlord pursuant to Section 2.2 of the Original Lease Term (or nor shall Landlord be obligated to deliver the first Option Term (if applicable)) pursuant to the Extension Option, Rider nor First Offer Notice during the period following Landlord's ’s delivery of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Extension Option Rider Original Lease unless and until Tenant has timely delivered the Option Notice to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to Section 2.2 of the Extension Option RiderOriginal Lease.

Procedure for Offer. Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Economic Terms")Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the Lease initial Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Exercise Notice (pursuant to Section 2.3.3 above. Notwithstanding the foregoing, since the First Offer Space is currently vacant and available for Lease, until such time as defined in the Extension Option Rider attached hereto) pertaining First Offer Space is first leased to a third party subsequent to the extension date of this Lease, in lieu of the Lease Term (or the first Option Term (foregoing, Landlord shall send Tenant a First Offer Notice if applicable)) pursuant Landlord intends to the Extension Option, Rider nor the period following Landlord's delivery negotiate to lease any portion of the Option Rent Notice First Offer Space to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to the Extension Option Ridera third party.

Procedure for Offer. Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms”), including the proposed rent payable for the First Offer Economic Terms")Space (but it being agreed that such term shall be calculated as the greater of (i) the remaining Term then applicable to the original Premises and (2) five (5) years. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the Lease initial Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above (with specific reference to Tenant’s right to send an early Interest Notice as defined in expressly provided therein) or otherwise extended the Extension Option Rider attached hereto) pertaining Term of this Lease nor shall Landlord be obligated to deliver the extension First Offer Notice during the last eight (8) months of the Lease initial Term (or the first Option Term (if applicable)) pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered Tenant’s Acceptance to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to Section 31(c) above or is deemed to have delivered the Extension Option Ridersame.

Procedure for Offer. Landlord shall notify Tenant in writing (the "“First Offer Notice"”) from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms”), including the proposed rent payable for the First Offer Economic Terms")Space and any proposed build-out period. Notwithstanding the foregoing, (i) the term of Tenant’s lease of the First Offer Space shall be the longer of (A) a term which is co-terminous with the term of Tenant’s lease of the original Premises or (B) two (2) years and (ii) Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last [***] twelve (12) months of the Lease initial Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to Article 31 above nor shall Landlord be obligated to deliver the First Offer Notice during the last twelve (as defined in the Extension Option Rider attached hereto12) pertaining to the extension months of the Lease initial Term or first (or the first 1st) Option Term (if applicable)) unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)Section 31(c) pursuant to the Extension Option Riderabove.

Procedure for Offer. Landlord shall notify Tenant in writing (the "First ------------------- Offer Notice") from time to time when Landlord determines, in Landlord's sole and absolute discretion, determines that Landlord shall commence the marketing of the any First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "First Offer Economic Terms"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last [***] nine (9) months of the Lease Current Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice to Landlord pursuant to paragraph 12 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (as defined in the Extension Option Rider attached hereto) pertaining to the extension 8) months of the Lease Current Term (or the first Option Term (if applicable)) unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to the Extension Option Riderparagraph 12 above.