Common use of RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE Clause in Contracts

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior to leasing certain premises, of approximately 5,300 square feet of Rentable Floor Area, as shown on Exhibit A-1 (the “First Offer Space”), to any third party, Landlord shall offer to lease such space (the “Offered Space”) to Tenant at the Expansion Market Rent (defined below) and except as otherwise specified herein on the same terms and conditions as this Lease, provided however, that (a) if there are less than three (3) Lease Years left in the Term at the time Landlord is offering to lease the Offered Space, Tenant may lease the Offered Space only if Tenant has, and irrevocably exercises, an Extension Option set forth in Section 2.4.1 for the Premises so that the Offered Space shall be leased by Tenant for more than a three (3) year term, (b) the Offered Space shall be leased by Tenant in its “as is” condition, and (c) the figures for Base Operating Expenses and Base Taxes applicable to the Offered Space shall be the actual amounts for the calendar year in which the Offered Space is to be delivered to Tenant. Any tenant or occupant of the Offered Space from time to time, any affiliate thereof (but not if Landlord would enter into a new lease with such affiliate for such space), or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.1, and Landlord shall be free to lease the Offered Space to any of the foregoing without offering the same to Tenant. Any offer by Landlord under this Section 2.1.1 may be accepted by Tenant by written notice given within ten (10) days of delivery of Landlord’s offer. If Tenant does not timely accept Landlord’s offer, then Tenant’s rights under this Section 2.1.1 shall be deemed conclusively waived by Tenant with respect to the next lease of the Offered Space, and Landlord shall have no further obligation to offer the Offered Space to Tenant before next leasing the same to a third party, but this Section 2.1.1 shall apply to any other lease of First Offer Space. In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Offered Space and the rent therefor shall be documented by an Amendment to this Lease. Tenant’s rights under this Section 2.1.1 shall be rendered void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Offered Space under this Section 2.1.1 would otherwise commence. For the avoidance of doubt, Tenant’s default will only render the right of first offer void for such specific offer of Offered Space and not for the remainder of the Term, provided that Landlord has accepted Tenant’s cure of such default.

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior to leasing certain premises, premises in the North Pod of approximately 5,300 square feet of Rentable Floor Area, as shown on Exhibit A-1 (the “First Offer Space”), Building contiguous to the Premises to any third party, Landlord shall offer to lease such space (the “Contiguous Offered Space”) to Tenant at the Expansion ROFO Market Rent Rate (defined below) and except as otherwise specified herein on the same EAST\66392481.7 terms and conditions as contained in this Lease, ; provided however, that (ai) if there are less than three (3) Lease Years left in the Term at the time Landlord is offering Tenant leases the Contiguous Offered Space, then Tenant may exercise its right to lease the Offered Space, Tenant may lease the Contiguous Offered Space only if Tenant hashas remaining, and irrevocably exercises, an Extension Option set forth in under Section 2.4.1 for the Premises so that the Contiguous Offered Space shall be leased by Tenant for more than a three (3) year term, (bii) the Contiguous Offered Space shall be leased by Tenant in its “then "as is” " physical condition, without any representation or warranty by Landlord as to Contiguous Offered Space, except to the extent expressly set forth in the Lease with respect to the delivery of the original Premises, (iii) Landlord shall not be obligated to perform any work in the Contiguous Offered Space, and (civ) the figures for Base Operating Expenses and Base Taxes applicable to the Contiguous Offered Space shall be the actual amounts for the calendar year and fiscal year, respectively, in which the Contiguous Offered Space is to be delivered to Tenant. Any then existing tenant or occupant of the Contiguous Offered Space then occupying from time to time, any affiliate thereof (but not if Landlord would enter into a new lease with such affiliate for such space)thereof, or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.12.1.4, and Landlord shall be free to lease the Contiguous Offered Space to any of the foregoing without offering the same to Tenant. The parties that, as of the date of this Lease, have a right to lease all or any portion of the Contiguous Offered Space are listed on Exhibit A-5 attached hereto. Any offer by Landlord under this Section 2.1.1 2.1.4 may be accepted by Tenant by written notice given within ten (10) days of Business Days after delivery of Landlord’s offer. If Tenant does not timely accept Landlord’s offeroffer (failing which, then Tenant’s rights under this Section 2.1.1 such offer shall be deemed conclusively waived by Tenant with respect to the next lease of the Offered SpaceTenant, and Landlord shall have no further obligation to offer the Contiguous Offered Space to Tenant before next leasing nor shall Tenant have any further right to lease the same to a third party, but under this Section 2.1.1 shall apply to any other lease of First Offer Space2.1.4). In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Contiguous Offered Space and the rent therefor shall be documented by an Amendment amendment to this Lease. Tenant’s rights under this Section 2.1.1 2.1.4 shall be rendered void, at Landlord’s election, if Tenant is in monetary or material non-monetary default (subject to after any applicable notice and cure periods set forth in this LeaseLease have expired) at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Contiguous Offered Space under this Section 2.1.1 2.1.4, would otherwise commence. For the avoidance of doubt, Tenant’s default will only render the right of first offer void for such specific offer of Offered Space and not for the remainder of the Term, provided that Landlord has accepted Tenant’s cure of such default.

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior Simultaneously with any offer to leasing lease or any portion of certain premises, of approximately 5,300 square feet of Rentable Floor Area, as shown on Exhibit A-1 A-2 (the “the” First Offer Space”), to any third party, Landlord shall offer to lease such space (the “Offered Space”) to Tenant at the Expansion Market Rent (defined below) and except as otherwise specified herein on the same terms and conditions as this Lease, provided however, that (a) if there are less than three (3) Lease Years left in the Term at the time Landlord is offering to lease the Offered Space, Tenant may lease the Offered Space only if Tenant has, and irrevocably exercises, an Extension Option set forth in Section 2.4.1 for the Premises so that the Offered Space shall be leased by Tenant for more than a three (3) year term, (b) the Offered Space shall be leased by Tenant in its “as is” conditioncondition with such tenant improvement allowances, and free rent, or other concessions as are then being offered generally for comparable space in comparable properties in the “Metro-North” area, (c) the figures for Base Operating Expenses and Base Taxes applicable to the Offered Space shall be the actual amounts (adjusted to 95% occupancy) for the calendar year and fiscal year, respectively, in which the Offered Space is to be delivered to Tenant, and (d) Tenant may elect to lease either the Offered Space or, at Tenant’s option, the entire First Offer Space to the extent that the same is not then under lease to other tenants or the subject of active lease negotiations following an offer to Tenant under this Section 2.1.1. Any tenant or occupant of the Offered Space from time to time, any affiliate thereof (but not if Landlord would enter into a new lease with such affiliate for such space)thereof, or any party having a right (including right Txxxxx Xxxxxxx Associates to the extent of first offer) its rights to lease a portion (approximately 3,000 square feet) of such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.1, and Landlord shall be free to lease the Offered Space to any of the foregoing without offering the same to Tenant. Any offer by Landlord under this Section 2.1.1 may be accepted by Tenant by written notice given within ten (10) days Business Days, as defined in Section 8.19, of delivery of Landlord’s offer. If Tenant does not timely accept Landlord’s offer, then Tenant’s rights under this Section 2.1.1 shall be deemed conclusively waived by Tenant with respect to the next lease of the Offered SpaceSpace provided that the next such lease of the Offered Space is entered into within twelve (12) months after Tenant’s failure to accept Landlord’s offer, and Landlord shall have no further obligation to offer the Offered Space to Tenant before next leasing the same to a third partyparty occurring within such twelve (12) month period, but this Section 2.1.1 shall apply to any other lease of First Offer Space. The first lease of each portion of the First Offer Space entered into by Landlord with another tenant shall include a right of Landlord, at Landlord’s expense, to relocate the Tenant’s Premises to other comparable space in the Building or the Complex, provided (i) after the initial lease of each portion of the First Offer Space, Landlord shall have no obligation to include a relocation right in subsequent leases of the same space, and (ii) Landlord shall have no obligation to Tenant to relocate any other tenant from the First Offer Space (any such relocation to be negotiated in the discretion of the parties if relocation space is available). In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Offered Space and the rent therefor shall be documented by an Amendment to this Lease. Tenant’s rights under this Section 2.1.1 shall be rendered void, at Landlord’s election, if Tenant is in default (subject to beyond any applicable notice and cure periods set forth in this Lease) or grace period at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Offered Space under this Section 2.1.1 would otherwise commence. For the avoidance of doubt, Tenant’s default will only render the right of first offer void for such specific offer of Offered Space and not for the remainder of the Term, provided that Landlord has accepted Tenant’s cure of such default.

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior Before Landlord offers to leasing certain premises, lease space on the fourth (4th) floor of approximately 5,300 square feet of Rentable Floor Area, as shown on Exhibit A-1 the Building contiguous to the Premises (the “First Offer "Contiguous Space”), ") to any third partyparty for space that becomes available, Landlord shall first offer to lease such space (the “Offered Space”) to Tenant at the Expansion Market Rent (defined below) and except as otherwise specified herein on the same terms and conditions as this LeaseLandlord intends to offer such space to third parties, provided however, except that (a) other than as set forth in (e) below, Annual Fixed Rent for the Contiguous Space shall equal the Contiguous Space Market Rent (as such term is defined below) and (b) Tenant shall lease the Contiguous Space in question for a time period coterminous with the Term of this Lease, as it may be extended, provided, however, that if there are less than three (3) Lease Years left in the Term at the time Landlord is offering Tenant elects to lease the Offered Contiguous Space, then Tenant may exercise its right to lease the Offered Contiguous Space only if Tenant hashas remaining, and irrevocably exercises, an Extension Option set forth in under Section 2.4.1 for the Premises so that the Offered Contiguous Space shall be leased by Tenant for more than a three (3) year three-(3)-year term, (bc) the Offered Contiguous Space shall be leased by Tenant in its “"as-is" condition with such tenant improvement allowances, free rent, or other concessions as is” conditionare then being offered generally for comparable space in comparable properties in the greater "Metro-West" area, and (cd) the figures for Base Operating Expenses and Base Taxes applicable to the Offered Contiguous Space shall be the actual amounts for the calendar year in which the Offered Contiguous Space is to be delivered to Tenant. Any tenant or occupant the Tenant and (e) in the event that such option is exercised during the first two (2) Lease Years of the Offered Term, then the Contiguous Space shall be leased to Tenant on the same terms and conditions as contained in this Lease on a pro rata basis (except that the Contiguous Space shall be leased by Tenant in its "as-is" condition). 1.1 are recurring rights and shall apply from time to time, any affiliate thereof (but not if Landlord would enter into a new lease with such affiliate for such space), or any party having a right (including right time during the Term of first offer) the Lease when the Contiguous Space becomes available to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.1, and Landlord shall be free to lease the Offered Space to any of the foregoing without offering the same to Tenantthird party. Any offer by Landlord under this Section 2.1.1 may be accepted by Tenant by written notice given within ten (10) days Business Days of delivery of Landlord’s offer. If Tenant does not timely accept Landlord’s offer's offer (failing which, then Tenant’s rights under this Section 2.1.1 such offer shall be deemed conclusively waived by Tenant with respect to the next lease of the Offered SpaceTenant, and Landlord shall have no further obligation to offer the Offered Contiguous Space to Tenant before next leasing until after the same to expiration or earlier termination of a third party, but this third-party lease for the Contiguous Space that is executed after Tenant's waiver of its right of first offer under this Section 2.1.1 shall apply to any other lease of First Offer Space2.1.1). In the event that Tenant accepts any offer by Landlord under this sectionSection, the leasing of such Offered Contiguous Space and the rent therefor shall be documented by an Amendment amendment to this Lease. Tenant’s 's rights under this Section 2.1.1 shall be rendered void, at Landlord’s 's election, if (x) Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Landlord offers any space Contiguous Space to a third party or at the time Tenant’s 's lease of any Offered Contiguous Space under this Section Section 2.1.1 would otherwise commence. For the avoidance commence (in either event subject to any applicable notice and cure periods) or (y) Tenant has made any Transfer under Section 5.8 of doubt, Tenant’s default will only render the right this Lease (other than a Permitted Transfer [as such term is defined in Section 5.8] or a Transfer of first offer void for such specific offer of Offered Space and not for the remainder fifteen percent (15%) or less of the Term, provided that Landlord has accepted Tenant’s cure of such defaultPremises) or (z) Tenant is not occupying the Premises.

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior During the Lease Term (as it may be extended), Lessor shall not lease any space that may become available contiguous to the Premises (“Contiguous Space”) except as provided in this Section 41.27. Subject to the current rights of other lessees in the Building and lessees already leasing certain premisessuch space not renewing or extending their lease(s) pursuant to an existing right to do so, if Lessor determines to lease all or any part of approximately 5,300 square feet the Contiguous Space during the Lease Term, Lessor shall notify Lessee of Rentable Floor Area, as shown on Exhibit A-1 the portion of the Contiguous Space that is available for lease (the “First Offer Applicable Contiguous Space”), to any third party, Landlord shall offer and such other terms and conditions for which Lessor is willing to lease such space the Applicable Contiguous Space (the “Offered SpaceAvailability Notice”). If Lessee, within fifteen (15) business days after receipt of the Availability Notice, indicates in writing its agreement to Tenant at lease the Expansion Market Rent (defined below) and except as otherwise specified herein Applicable Contiguous Space on the same terms and conditions as this Leaseset forth in the Availability Notice, provided however, that the Applicable Contiguous Space shall be included within the Premises and leased to Lessee pursuant to the terms and conditions of the Availability Notice and otherwise on the following terms and conditions: (a) if there are less than three (3) Lease Years left in the Term at the time Landlord is offering to lease the Offered Space, Tenant may lease the Offered Space only if Tenant has, and irrevocably exercises, an Extension Option set forth in Section 2.4.1 for the Premises so that the Offered The Applicable Contiguous Space shall be leased by Tenant added to the Premises demised to Lessee under the Lease for more than a three (3) year termterm commencing on the date said Applicable Contiguous Premises are delivered to Lessee and expiring upon the expiration or earlier termination of the Lease, and the term “Premises” used in the Lease shall be deemed to include the Applicable Contiguous Space. (b) The Base Rental to be paid by Lessee for the Offered Applicable Contiguous Space shall be leased by Tenant in its “as is” condition, and (c) the figures for Base Operating Expenses and Base Taxes applicable equal to the Offered Space shall be then current fair market rental rate for comparable space within the actual amounts for the calendar year El Segundo/Manhattan Beach market as determined in which the Offered Space is to be delivered to Tenantaccordance with Rider No. Any tenant or occupant of the Offered Space from time to time, any affiliate thereof (but not if Landlord would enter into a new lease with such affiliate for such space), or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.1, and Landlord shall be free to lease the Offered Space to any of the foregoing without offering the same to Tenant. Any offer by Landlord under this Section 2.1.1 may be accepted by Tenant by written notice given within ten (10) days of delivery of Landlord’s offer. If Tenant does not timely accept Landlord’s offer, then Tenant’s rights under this Section 2.1.1 shall be deemed conclusively waived by Tenant with respect to the next lease of the Offered Space, and Landlord shall have no further obligation to offer the Offered Space to Tenant before next leasing the same to a third party, but this Section 2.1.1 shall apply to any other lease of First Offer Space. In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Offered Space and the rent therefor shall be documented by an Amendment to this Lease. Tenant’s rights under this Section 2.1.1 shall be rendered void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Offered Space under this Section 2.1.1 would otherwise commence. For the avoidance of doubt, Tenant’s default will only render the right of first offer void for such specific offer of Offered Space and not for the remainder of the Term, provided that Landlord has accepted Tenant’s cure of such defaultOne .