Common use of Right of First Offer to Lease Additional Space Clause in Contracts

Right of First Offer to Lease Additional Space. Tenant has a right of first offer to lease additional space in the Building as and when the same becomes available as follows: Tenant has a right of first offer to lease from Landlord (the “Right of First Offer”) any portion of the Building other than the Premises (the “ROFO Space”). Landlord shall notify Tenant before marketing the ROFO Space or entering into negotiations for the lease of the ROFO Space with any third party. Landlord’s notice must include a proposed amendment to this Lease to add the ROFO Space as part of the Premises, with no change to the then-remaining Lease Term, but providing as follows: (x) if delivered within thirty-six (36) months after the Effective Date (the “Prime Period”), containing an increase in Base Rent due to the addition of the ROFO Space, based on the same rental rate per square foot as the original Premises, and providing the same amount of tenant improvement allowance on a per-square-foot basis as given for the original Premises; or (y) if not delivered during the Prime Period, containing an increase in Base Rent due to the addition of the ROFO Space, based on market rental rates and offering other market terms (such as an allowance). Tenant will have thirty (30) days after receipt of such notice to respond in writing as to whether or not Tenant elects to lease the ROFO Space. If Tenant elects to lease the ROFO Space, then within thirty (30) days after agreement on the final form of such amendment, the parties will execute the amendment. Landlord will deliver the ROFO Space in the same condition as required of the original Premises under Work Letter, Addendum [X]. If Tenant elects not to lease, or if Tenant does not exercise its Right of First Offer within the time periods provided in Section 35(b)(i), then Landlord may lease the ROFO Space upon any terms acceptable to Landlord in its sole discretion. Once the ROFO Space becomes available again, Xxxxxx’s Right of First Offer will apply and Landlord will be required to offer the ROFO Space to Tenant pursuant to this Section 35(b) before leasing such space to any third party.] <OR> [IF SINGLE TENANT: [INTENTIONALLY DELETED.]] Public Announcements; Confidentiality.

Right of First Offer to Lease Additional Space. If at any time during the Lease Term (including any Renewal Term) Landlord receives notice that the approximately 73,904 rentable square feet of space within the Building (the “Additional Space”) currently leased by Systems & Computer Technology Corporation (“S&CTC”), is to become vacant and available, Landlord shall extend to Tenant has a right of first offer to lease additional space in all of the Building as and when Additional Space or a portion of the same becomes available as follows: Tenant has a right of first offer to lease from Landlord Additional Space (the “Right of First OfferOffer Right”) any upon the following terms and conditions: (a) Landlord shall give Tenant written notice that the Additional Space is available, which written notice shall specify the date (no earlier than thirty (30) days from the date of such letter) on which the Additional Space is projected to be available for lease by Tenant (the “Additional Space Commencement Date”); (b) If Tenant elects to exercise its First Offer Right with respect to a portion of the Building other than the Premises (the “ROFO Additional Space”). Landlord , then Tenant shall notify specify whether Tenant before marketing the ROFO Space or entering into negotiations for the lease of the ROFO Space is exercising such right with any third party. Landlord’s notice must include a proposed amendment to this Lease to add the ROFO Space as part of the Premises, with no change respect to the then-remaining Lease Termspace available on the first, but providing as follows: second or third floors and shall be required to include all the space available on the specified floor(s) in such exercise; (xc) if delivered within thirty-six (36) months after the Effective Date (the “Prime Period”), containing an increase in Base Rent due If Tenant elects to exercise its First Offer Right with respect to the addition Additional Space Tenant shall deliver notice of the ROFO Space, based on the same rental rate per square foot as the original Premises, and providing the same amount of tenant improvement allowance on a per-square-foot basis as given for the original Premises; or (y) if not delivered during the Prime Period, containing an increase in Base Rent due such election to the addition of the ROFO Space, based on market rental rates and offering other market terms (such as an allowance). Tenant will have Landlord within thirty (30) days after receipt of such Landlord’s notice that the Additional Space is available and Tenant’s notice shall specify the Additional Space to respond be taken by Tenant; (d) As a condition to exercising the First Offer Right, at least two (2) Lease Years must remain in writing the then-current Lease Term, as extended or renewed pursuant to whether Paragraph 2.12; (e) At the time the Additional Space becomes available, Tenant shall not have assigned this Lease or not Tenant elects to lease sublet the ROFO Space. Premises and no Event of Default shall have occurred and be continuing hereunder; (f) If Tenant elects to lease the ROFO Space, then within thirty (30) days after agreement on the final form of such amendmentFirst Offer Right is exercised, the parties will execute lease for such Additional Space shall be upon the amendment. Landlord will deliver same terms, covenants and conditions as contained in this Lease, except that (1) if the ROFO Additional Space Commencement Date is earlier than March 1, 2009, the annual Base Rent payable with respect to the Additional Space leased by Tenant for the period from the Additional Space Commencement Date through February 28, 2009 shall be the Fair Market Rental, but not less than the per rentable square foot annual Base Rent payable with respect to the Premises; (2) the annual Base Rent for the period, if any, from and after March 1, 2009 shall be the Annual Base Rent payable for the applicable Lease Years with respect to the Premises, proportionally increased to include the rentable square footage of the Additional Space leased by Tenant in the same condition as required rentable square footage of the original Premises under Work Letter, Addendum [X]. If Premises; (3) the Additional Space shall be delivered to Tenant elects not to lease, or if Tenant does not exercise its Right of First Offer within the time periods provided in Section 35(b)(i), then Landlord may lease the ROFO Space upon any terms acceptable to Landlord in its sole discretion. Once then as-is condition, (4) Tenant’s Pro Rata Share shall be proportionally increased to include the ROFO portion of the Additional Space becomes available again, Xxxxxx’s Right of First Offer will apply and Landlord will be required to offer the ROFO Space to Tenant pursuant to this Section 35(b) before leasing such space to any third party.] <OR> [IF SINGLE TENANT: [INTENTIONALLY DELETED.]] Public Announcementsleased by Tenant; Confidentiality.and

Right of First Offer to Lease Additional Space. (a) Tenant has shall have a continuing right of first offer to lease additional space in the Building as and when the same becomes available as follows: Tenant has a right of first offer to lease from Landlord (the “"Tenant's Right of First Offer”") any portion space on the third (3rd) floor of the Building other than to the Premises extent such space becomes available for lease to third parties after the expiration of any existing lease for such space during the Lease Term, including the expiration of all renewal or extension options, and after the existing tenant or occupant vacates such space (the “ROFO "First Offer Space”"). Landlord shall notify Tenant before marketing Tenant's Right of First Offer is subject and subordinate to the ROFO Space or entering into negotiations for the lease rights of all other existing tenants of the ROFO Building with prior expansion or lease rights relative to any such First Offer Space. (b) Promptly following written request ("Tenant Request") by Tenant (which may not be given more than twice in any twelve (12) consecutive month period), Landlord will give Tenant written notice of the availability of any First Offer Space with any and the date the existing tenant or occupant, if any, is expected to vacate such space ("Landlord's Availability Notice"). Within five (5) business days following delivery of Landlord's Availability Notice, Tenant will have the right to request from Landlord in writing a written statement setting forth the basic economic terms, including, but not limited to, Landlord's determination of the Base Rent, tenant improvement allowance, if any, and all other economic terms and conditions (collectively, the "Economic Terms"), upon which Landlord is willing to lease the First Offer Space desired by Tenant, either to Tenant or to a third party. Such Economic Terms will represent Landlord’s notice must include a proposed amendment to this Lease to add the ROFO Space as part 's reasonable determination of the Premisesfair market rental rate for such First Offer Space. Such fair market rental rate will mean the annual amount per rentable square foot, with no change to projected during the thenrelevant period, that a willing, comparable, non-remaining Lease Termequity tenant (excluding sublease and assignment transactions) would pay, and a willing, comparable landlord of a comparable Class "A" quality office building located in the West Los Angeles/Santa Monixx xxxa would accept, at arm's length (what Landlord is accepting in current transactions for the Building may be considered), for space of comparable size, quality and floor height as the leased area at issue taking into account the age, quality and layout of the existing improvements in the leased area at issue and taking into account items that professional real estate brokers customarily consider, including, but providing as follows: (x) if delivered within thirty-six (36) months after the Effective Date (the “Prime Period”)not limited to, containing an increase in Base Rent due to the addition of the ROFO Spacerental rates, based on the same rental rate per square foot as the original Premisesoffice space availability, tenant size, tenant improvement allowances, operating expenses and allowance, parking charges, free rent, reduced rent, free parking, reduced parking, and providing any other lease concessions, if any, then being charged or granted by Landlord or the same amount lessors of tenant improvement allowance on a per-square-foot basis as given for the original Premises; or such similar office buildings. (yc) if not delivered during the Prime Period, containing an increase in Base Rent due to the addition of the ROFO Space, based on market rental rates and offering other market terms Within five (such as an allowance). Tenant will have thirty (305) business days after receipt of the Economic Terms from Landlord, Tenant must give Landlord written notice pursuant to which Tenant shall elect to either: (i) lease such notice First Offer Space upon such Economic Terms and the same non-Economic Terms as set forth in the Lease with respect to respond the Premises; (ii) refuse to lease such First Offer Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant's lack of need for such First Offer Space, in writing as which event Landlord may at any time thereafter lease such First Offer Space to whether any party upon any terms Landlord deems appropriate; or not Tenant elects (iii) refuse to lease the ROFO First Offer Space, specifying that such refusal is based upon the Economic Terms, in which event Tenant will also specify revised Economic Terms upon which Tenant is willing to lease such First Offer Space (provided that Tenant may not specify a different lease term for the First Offer Space). Tenant's failure to timely choose either clause (i), clause (ii) or clause (iii) above will be deemed to be Tenant's choice of clause (ii) above. (d) If Tenant gives Landlord notice pursuant to clause (c)(iii) above, Landlord may elect, within five (5) days following receipt of such notice from Tenant, either to: (i) lease such First Offer Space to Tenant upon such revised Economic Terms -39- 42 proposed by Tenant, and the same other non-Economic Terms as set forth in this Lease; or (ii) lease the First Offer Space at any time thereafter to any third party upon terms which are not substantially more favorable to said party than the Economic Terms originally proposed by Tenant. Landlord's failure to timely choose either clause (i) or clause (ii) above will be deemed to be Landlord's choice of clause (ii) above. (e) If Tenant chooses (or is deemed to have chosen) clause (c)(ii) above, or if Landlord chooses (or is deemed to have chosen) clause (d)(ii) above, Tenant's Right to Lease any First Offer Space will be null and void until Tenant once again validly delivers to Landlord a Tenant Request, in which event, the procedures and sequences set forth above will be followed. If Tenant elects to lease the ROFO Space, then within thirty (30) days after agreement on the final form of such amendment, the parties will execute the amendment. Landlord will deliver the ROFO Space in the same condition as required of the original Premises under Work Letter, Addendum [X]. If Tenant elects not to lease, or if Tenant does not exercise exercises its Right of First Offer within as provided herein, the time periods parties will promptly thereafter execute an amendment to the Lease to include the First Offer Space in the Premises and to document the lease terms thereof. (f) As provided in Section 35(b)(i)above, then Landlord may lease the ROFO Space upon any terms acceptable to Landlord in its sole discretion. Once the ROFO Space becomes available again, Xxxxxx’s Tenant's Right of First Offer will apply is subject to all expansion and extension rights and other rights to lease, as applicable, which Landlord has granted to other tenants prior to the date of the Lease. Thus, Landlord's Economic Terms will be required to offer the ROFO Space delivered to Tenant pursuant only after Landlord has appropriately notified and received negative responses from all other tenants with rights in the First Offer Space superior to this Section 35(b) before leasing such space to any third party.] <OR> Tenant's rights. [IF SINGLE TENANT: [INTENTIONALLY DELETED.END OF NUMBERED PROVISIONS]] Public Announcements; Confidentiality.

Right of First Offer to Lease Additional Space. Tenant has a right of first offer shall have the right, but not the obligation, to expand the Demised Premises (the "Expansion Right") to include the Expansion Space upon the following terms and conditions: 9.1. In the event that Landlord desires to lease additional space in the Building as and when the same becomes available as follows: Tenant has a right of first offer to lease from Landlord (the “Right of First Offer”) all or any portion of the Building other than the Premises Expansion Space, Landlord shall deliver to Tenant written notice (the “ROFO "Expansion Notice") of the availability of such portion of the Expansion Space”), together with the terms and conditions on which Landlord is prepared to lease to Tenant such portion of the Expansion Space. Tenant shall have ten (10) days following delivery of the Expansion Notice to deliver to Landlord shall notify written notification of Tenant's exercise of the Expansion Right and agreement to lease such portion of the Expansion Space upon the terms and conditions of the Expansion Notice. In the event Tenant before marketing fails to timely deliver such notice, or if Landlord and Tenant are unable to agree upon any of the ROFO Space or entering into negotiations for terms of the lease agreement for such portion of the ROFO Expansion Space with after negotiating in good faith, Tenant shall be deemed to have waived any third party. Landlord’s notice must include a proposed amendment right to this Lease to add the ROFO Space as part lease such portion of the Premises, with no change to the then-remaining Lease Term, but providing as follows: (x) if delivered within thirty-six (36) months after the Effective Date (the “Prime Period”), containing an increase in Base Rent due to the addition Expansion Space unless and until such portion of the ROFO SpaceExpansion Space again becomes vacant following a tenancy, based on the same rental rate per square foot as the original Premisesor, and providing the same amount of tenant improvement allowance on a per-square-foot basis as given for the original Premises; or (y) if not delivered during the Prime Period, containing an increase in Base Rent due to the addition such portion of the ROFO Expansion Space is not thereafter leased by Landlord, following the date which is one hundred eighty (180) days following the date of delivery of the Expansion Notice for such Expansion Space, based on market rental rates and offering other market terms . 9.2. Within ten (such as an allowance). Tenant will have thirty (3010) days after receipt of such notice to respond in writing as to whether or not Tenant elects to lease the ROFO Space. If Tenant elects to lease the ROFO Space, then within thirty (30) days after agreement on the final form of such amendment, the parties will execute the amendment. Landlord will deliver the ROFO Space in the same condition as required proper exercise of the original Expansion Right, Tenant and Landlord shall enter into a written amendment to the Lease (the "Expansion Amendment") which shall provide, unless otherwise agreed in writing, (a) the commencement date of the Expansion Space; (b) that the Demised Premises under Work Letter, Addendum [X]. If Tenant elects not this Lease shall be increased to lease, or if Tenant does not exercise its Right include the rentable square feet of First Offer within the time periods provided in Section 35(b)(i), then Landlord may lease the ROFO Space upon any terms acceptable to Landlord in its sole discretion. Once the ROFO Space becomes available again, Xxxxxx’s Right of First Offer will apply and Landlord will be required to offer the ROFO Space to Tenant pursuant to this Section 35(b) before leasing such space to any third party.] <OR> [IF SINGLE TENANT: [INTENTIONALLY DELETED.]] Public Announcements; Confidentiality.Expansion Space;

Right of First Offer to Lease Additional Space. For so long as Tenant has leases and personally occupies all of the Premises originally included under this Lease, and subject to any other parties’ pre-existing rights with respect to Available ROFO Premises (as defined below), Tenant shall have a right of first offer (“ROFO”) as to any rentable premises on the 2nd floor of the Original Building for which Landlord is seeking a tenant (“Available ROFO Premises”). To the extent that (i) Landlord renews or extends a then-existing lease additional with any then-existing tenant or subtenant of any space, (ii) enters into a new lease with such then-existing tenant or subtenant for the space such tenant previously leased, or (iii) is engaged in the initial leasing of any space in the Building, the affected space shall not be deemed to be Available ROFO Premises. In addition, the space leased by Landlord to PPD Development, L.P. in the Building shall not be deemed to be Available ROFO Premises. Tenant’s rights under this Section 38.21 are subject to any existing rights of other tenants in the Building as and when to the same becomes available as follows: Available ROFO Premises. In the event Landlord intends to market Available ROFO Premises, Landlord shall provide written notice thereof to Tenant has a right of first offer to lease from Landlord (the “Right Notice of First OfferMarketing”) any portion ), specifying the principal terms and conditions of a proposed lease to Tenant of the Building other than the Premises (the “Available ROFO Space”)Premises. If Landlord shall notify Tenant before marketing the ROFO Space or entering into negotiations has submitted a Notice of Marketing in response to a proposal from a third party for the lease of premises which includes all or a portion of the Available ROFO Space with any third partyPremises and other space in the Building, Tenant’s exercise of its ROFO is conditioned on Tenant’s agreement to take all the space which is the subject of such proposal which space shall thereafter be included in the definition of Available ROFO Premises. (a) Within fifteen (15) days following its receipt of a Notice of Marketing, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFO Premises on the terms and conditions set forth in the Notice of Marketing. LandlordIf Tenant fails to notify Landlord of Tenant’s notice must include election within such fifteen (15) day period, then Tenant shall be deemed to have elected not to lease the Available ROFO Premises. (b) If Tenant timely notifies Landlord that Tenant elects to lease all of the Available ROFO Premises on the terms and conditions set forth in the Notice of Marketing (“Tenant’s Acceptance”), then Landlord shall lease to Tenant and Tenant shall lease from Landlord the Available ROFO Premises on the terms and conditions set forth in the Notice of Marketing and, to the extent not inconsistent therewith, the terms contained in this Lease, provided, however, that, notwithstanding the terms and conditions contained in the Notice of Marketing, Tenant shall be required to lease the Available ROFO Premises for a proposed term equal to the longer of the remainder of the then-current Term of this Lease or the term specified in the Notice of Marketing. (c) If (i) Tenant notifies Landlord that Tenant elects not to lease the Available ROFO Premises, (ii) Tenant fails to notify Landlord of Tenant’s election within the fifteen (15)-day period described above or (iii) Landlord and Tenant do not execute a new lease amendment to this Lease to add the ROFO Space as part of the Premises, with no change to the then-remaining Lease Term, but providing as follows: (x) if delivered within thirty-six (36) months after the Effective Date (the “Prime Period”), containing an increase in Base Rent due to the addition of the ROFO Space, based on the same rental rate per square foot as the original Premises, and providing the same amount of tenant improvement allowance on a per-square-foot basis as given for the original Premises; or (y) if not delivered during the Prime Period, containing an increase in Base Rent due to the addition of the Available ROFO Space, based on market rental rates and offering other market terms (such as an allowance). Tenant will have thirty (30) days after receipt of such notice to respond in writing as to whether or not Tenant elects to lease the ROFO Space. If Tenant elects to lease the ROFO Space, then Premises within thirty (30) days after agreement on the final form of such amendment, the parties will execute the amendment. Landlord will deliver the ROFO Space in the same condition as required of the original Premises under Work Letter, Addendum [X]. If Tenant elects not to lease, or if Tenant does not exercise its Right of First Offer within the time periods provided in Section 35(b)(i)Tenant’s Acceptance, then Landlord may shall have the right to consummate a lease of the Available ROFO Premises specified in the Notice of Marketing on any terms and conditions that Landlord deems acceptable. If Landlord does not lease such Available ROFO Premises within one hundred eighty (180) days after Tenant’s election (or deemed election) not to lease the Available ROFO Space upon Premises, then the ROFO shall be fully reinstated, and Landlord shall not thereafter lease such Available ROFO Premises without first complying with the procedures set forth in this Section 38.21. (d) Notwithstanding anything in this Section 38.21 to the contrary, Tenant shall not exercise the ROFO during such period of time that Tenant is in default under any terms acceptable provision of this Lease. Any attempted exercise of the ROFO during a period of time in which Tenant is so in default shall be void and of no effect. The period of time within which Tenant may exercise the ROFO shall not be extended or enlarged by reason of Tenant’s inability to exercise the ROFO while in default. (e) Tenant may only exercise its ROFO if, at the time of Tenant’s exercise of said right, at least three (3) Lease Years remain in the Term and the initially named Tenant occupies all of the Premises for the Permitted Use. (f) Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFO, except to the assignee or transferee under an assignment or transfer of Tenant’s entire interest in this Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. Once . (g) If Tenant exercises the ROFO, Landlord does not guarantee that the Available ROFO Space becomes available again, Xxxxxx’s Right of First Offer will apply and Landlord Premises will be required available on the anticipated commencement date for the Available ROFO Premises due to offer a holdover by the then-existing occupants of the Available ROFO Space to Tenant pursuant to this Section 35(b) before leasing such space to Premises or for any third partyother reason beyond Landlord’s reasonable control.] <OR> [IF SINGLE TENANT: [INTENTIONALLY DELETED.]] Public Announcements; Confidentiality.

Right of First Offer to Lease Additional Space. If and when any of the additional rentable spaces in the Building which are shown as "Additional Space" on Exhibit "A" (individually, the "Additional Space") first becomes available for rental during the term of this lease and provided that Landlord has not given Tenant has notice of default more than two (2) times during the immediately preceding twelve (12) months, that there then exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and that Tenant is the sole occupant of the Premises, Tenant shall have the right of first offer to lease additional space in all of the Building as and Additional Space, subject to the following: (a) Landlord shall notify Tenant when the same Additional Space first becomes available as follows: for rental by any party other than the tenant then in occupancy of the Additional Space and Tenant has shall have seven (7) days following receipt of such notice within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such Additional Space and to have its offer considered by Landlord prior to the leasing by Landlord of the Additional Space to a third party. If Tenant notifies Landlord within such time period that Tenant is so interested, then Landlord and Tenant shall have 30 days following Landlord's receipt of such notice from Tenant within which to negotiate mutually satisfactory terms for the leasing of the Additional Space by Tenant and to execute an amendment to this lease incorporating such terms or a new lease for the Additional Space. (b) If Tenant does not notify Landlord within such 7 days of its interest in leasing the Additional Space or if Tenant does not execute such amendment or lease within such 30 days, if applicable, then this right of first offer to lease from Landlord (the “Right Additional Space will lapse and be of First Offer”) any portion of the Building other than the Premises (the “ROFO Space”). no further force or effect and Landlord shall notify Tenant before marketing have the ROFO Space right to lease all or entering into negotiations for the lease of the ROFO Space with any third party. Landlord’s notice must include a proposed amendment to this Lease to add the ROFO Space as part of the Premises, with no change Additional Space to the then-remaining Lease Term, but providing as follows: any other party at any time on any terms and conditions acceptable to Landlord. (xc) if delivered within thirty-six (36) months after the Effective Date (the “Prime Period”), containing an increase in Base Rent due to the addition This right of the ROFO Space, based on the same rental rate per square foot as the original Premises, and providing the same amount of tenant improvement allowance on a per-square-foot basis as given for the original Premises; or (y) if not delivered during the Prime Period, containing an increase in Base Rent due to the addition of the ROFO Space, based on market rental rates and offering other market terms (such as an allowance). Tenant will have thirty (30) days after receipt of such notice to respond in writing as to whether or not Tenant elects first offer to lease the ROFO Space. If Tenant elects to lease the ROFO SpaceAdditional Space is a one-time right if and when each Additional Space first becomes available, then within thirty (30) days after agreement on the final form of such amendment, the parties will execute the amendment. Landlord will deliver the ROFO Space in the same condition as required of the original Premises under Work Letter, Addendum [X]. If Tenant elects not to lease, or if Tenant does not exercise its Right of First Offer within the time periods provided in Section 35(b)(i), then Landlord may lease the ROFO Space upon any terms acceptable to Landlord in its sole discretion. Once the ROFO Space becomes available again, Xxxxxx’s Right of First Offer will apply and Landlord will be required to offer the ROFO Space is personal to Tenant pursuant to this Section 35(b) before leasing such space and is nontransferable to any third assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord's consent) or other party.] <OR> [IF SINGLE TENANT: [INTENTIONALLY DELETED.]] Public Announcements; Confidentiality.

Right of First Offer to Lease Additional Space. Tenant has a right of first offer shall have the right, but not the obligation, to lease additional space in expand the Building as and when the same becomes available as follows: Tenant has a right of first offer to lease from Landlord Demised Premises (the “Right of First OfferExpansion Right”) to include the Expansion Space upon the following terms and conditions: 9.1. In the event that Landlord desires to lease all or any portion of the Building other than the Premises Expansion Space, Landlord shall deliver to Tenant written notice (the “ROFO Expansion Notice”) of the availability of such portion of the Expansion Space”), together with the terms and conditions on which Landlord is prepared to lease to Tenant such portion of the Expansion Space. Tenant shall have ten (10) days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right and agreement to lease such portion of the Expansion Space upon the terms and conditions of the Expansion Notice. In the event Tenant fails to timely deliver such notice, or if Landlord and Tenant are unable to agree upon any of the terms of the lease agreement for such portion of the Expansion Space after negotiating in good faith, Tenant shall be deemed to have waived any right to lease such portion of the Expansion Space unless and until such portion of the Expansion Space again becomes vacant following a tenancy, or, if such portion of the Expansion Space is not thereafter leased by Landlord, following the date which is one hundred eighty (180) days following the date of delivery of the Expansion Notice for such Expansion Space. 9.2. Within ten (10) days after the proper exercise of the Expansion Right, Tenant and Landlord shall notify Tenant before marketing the ROFO Space or entering enter into negotiations for the lease of the ROFO Space with any third party. Landlord’s notice must include a proposed written amendment to this the Lease to add the ROFO Space as part of the Premises, with no change to the then-remaining Lease Term, but providing as follows: (x) if delivered within thirty-six (36) months after the Effective Date (the “Prime PeriodExpansion Amendment”)) which shall provide, containing an increase unless otherwise agreed in writing, (a) the commencement date of the Expansion Space; (b) that the Demised Premises under this Lease shall be increased to include the rentable square feet of the Expansion Space; (c) the new Annual Base Rent due to Rent; (d) Tenant’s new Pro Rata Share of Building Operating Expenses and Tenant’s new Pro Rata Share of Project Operating Expenses, each based upon the addition of the ROFO Expansion Space to the Demised Premises; (e) the proportionate increase to the Security Deposit (which shall be payable upon execution of the Expansion Amendment). In all other respects, this Lease shall remain in full force and effect, and shall apply to the Expansion Space. 9.3. Notwithstanding the above, the Expansion Right shall not be in effect and may not be exercised by Tenant: 9.3.1. during the period starting on the date hereof and ending one hundred eighty (180) days thereafter; 9.3.2. during any period of time that Tenant is in Default under any provision of the Lease; or 9.3.3. if Tenant has been in Default under any provision of the Lease three (3) or more times, whether or not the defaults are cured, during the five (5) month period prior to the date on which Tenant seeks to exercise the Expansion Right. 9.4. The period of time within which any Expansion Right may be exercised shall not be extended or enlarged by reason of the Tenant’s inability to exercise the Expansion Right because of the provisions of Section 9.3 above. 9.5. The Expansion Right shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Expansion Right, if, after such exercise, but prior to the commencement date of the Expansion Space, based on (1) Tenant fails to timely cure any default by Tenant under the same rental rate per square foot as the original Premises, and providing the same amount of tenant improvement allowance on a per-square-foot basis as given for the original PremisesLease; or (y2) if not delivered Tenant has defaulted three (3) or more times during the Prime Period, containing an increase in Base Rent due period from the date of the exercise of the Expansion Right to the addition date of the ROFO commencement of the Expansion Space, based on market rental rates and offering other market terms (such as an allowance). Tenant will have thirty (30) days after receipt of such notice to respond in writing as to whether or not Tenant elects to lease the ROFO Spacesuch defaults are cured. 9.6. If Tenant elects to lease the ROFO Space, then within thirty (30) days after agreement on the final form of such amendment, the parties will execute the amendment. Landlord will deliver the ROFO Space in the same condition as required of the original Premises under Work Letter, Addendum [X]. If Tenant elects The Expansion Right is not to lease, or if Tenant does not exercise its Right of First Offer within the time periods provided in Section 35(b)(i), then Landlord may lease the ROFO Space upon any terms acceptable to Landlord in its sole discretion. Once the ROFO Space becomes available again, Xxxxxx’s Right of First Offer will apply assignable separate and Landlord will be required to offer the ROFO Space to Tenant pursuant to apart from this Section 35(b) before leasing such space to any third partyLease.] <OR> [IF SINGLE TENANT: [INTENTIONALLY DELETED.]] Public Announcements; Confidentiality.