Common use of Termination of Right of First Offer Clause in Contracts

Termination of Right of First Offer. Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

Termination of Right of First Offer. Subject The rights contained in this Section 8 shall be personal to the following provisions Original Tenant and any Permitted Transferee, and may only be exercised by the Original Tenant and such Permitted Transferee (and not any assignee, sublessee or other transferee of this Section C, the rights Original Tenant’s or such Permitted Transferee’s interest in the Lease) if the Original Tenant or such Permitted Transferee occupies at least seventy five percent (75%) of the rentable area of the then existing Premises as of the date of the attempted exercise of the right of first offer by Tenant hereunder and as of the scheduled date of delivery of such First Offer Space to Tenant. The right of first offer granted herein shall terminate with respect to any particular First Offer Space upon the failure by Tenant to exercise its right of first offer with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A aboveSpace so offered by Landlord. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall not have no further the right to lease the Offering First Offer Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue 8 in the event that less than two (2) years remain prior to apply the New Premises Term Expiration Date; provided, however, to such Offering Spacethe extent Tenant then has an unexpired renewal option with respect to the New Premises Term pursuant to Section 10 of this Second Amendment, except that then Tenant shall have three the right to exercise such renewal option simultaneously with Tenant’s exercise of its first offer right hereunder in order to cause the New Premises Term Expiration Date to occur more than two (32) Business Days to respond to such offer in years following the event of a re-offer pursuant to clause (x) above (but First Offer Commencement Date. Tenant shall not have seven (7) days the right to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoinglease First Offer Space, as provided in this Section 8, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice attempted exercise of any right of first offer by Tenant, or, as of the scheduled date of delivery of such First Offer Space to enter into a lease with Tenant, Tenant is in default under the bona fide prospect identified Lease beyond the applicable notice and cure period provided in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue Lease or Tenant has previously been in default under clause the Lease beyond the applicable notice and cure period provided in the Lease more than once during the prior twelve (y12) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIImonth period.

Termination of Right of First Offer. Subject At Landlord's option, in addition to Landlord's other remedies set forth in this Lease, Tenant shall not have the following provisions of right to lease the applicable First Offer Space, as provided in this Section C1.6, if, as of the rights date of the attempted exercise of such right of first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant hereunder with respect is in monetary or material non-monetary default under this Lease after the expiration of any applicable notice and cure period. In addition, at Landlord's option, Tenant shall not have the right to lease any applicable First Offer Space which contains all of the Offering 10260 Space shall terminate on (as defined above) if, as of the earlier to occur of: date of the attempted exercise of such right, (i) Tenant’s failure to exercise its Right of First Offer within 's net shareholder equity for the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more most recent quarter of the conditions set forth then-current fiscal year of Tenant (or, if the first quarter in Section A above. If such fiscal year has not expired, the last quarter of the previous fiscal year) is less than $25,000,000.00, and/or (ii) Tenant does not timely fails to deliver to Landlord the Financial Documents described above evidencing that Tenant's net shareholder equity for such period is at least $25,000,000.00, unless at the time of Tenant's attempted exercise its Right of First Offer pursuant to this Section VIIsuch right, Tenant shall have no further right covenants to lease the Offering Space pursuant deliver to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth additional security in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event form of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on cash security deposit or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a irrevocable letter of intent credit in such amount as reasonably determined is necessary to lease such Offering Space and gives Tenant written notice thereof identifying secure the other party to such letter performance of intent (the “Deal Notice”)Tenant's obligations under this Lease, then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer including with respect to such Offering First Offer Space shall re-accrue under clause and to make up for such failure of Tenant to satisfy the minimum $25,000,000.00 net shareholder equity test set forth hereinabove. Further, the rights contained in this Section 1.6 are personal to the original Tenant executing this Lease (y) above the "ORIGINAL TENANT"), and any Affiliate to which Tenant's entire interest in this Lease has been assigned pursuant to Section 14.7 below, and may only be exercised by the Original Tenant or such Affiliate assignee, as the case may be (but not by any sublessee or other assignee or transferee of Tenant's interest in the Lease) if the Original Tenant, or such Affiliate assignee, as the case may be, has not assigned this shall not affect any potential re-accrual Lease or subleased more than forty (40%) of the rentable square feet of the Premises then leased under this Lease as of the date the Original Tenant, or such right under clause (x) above). After Landlord has leased Affiliate assignee, as the Offering Space case may be, delivers Tenant's Election Notice to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIILandlord.

Termination of Right of First Offer. Subject The rights of Tenant hereunder with respect to any Potential Offering Space shall terminate on the following provisions fifth (5th) anniversary of this the Commencement Date (unless Tenant has exercised its Extension Option (defined in EXHIBIT F Section C6 below) and Landlord and Tenant have agreed upon the Prevailing Market (defined in Section 5 below) rate for the Premises during the Extension Term (defined in Section 5 below), in which event the date shall be one (1) year before the scheduled expiration date of the Extension Term). In addition, in any particular instance in which any Potential Offering Space becomes Available, the rights of Tenant hereunder with respect to the Offering Space applicable Advice delivered by Landlord to Tenant pursuant to Section 5.1.1, above, shall terminate on the earlier to occur of: of (i) Tenant’s failure to exercise its Right of First Offer with respect to such Potential Offering Space (or any larger Potential Offering Space containing such Potential Offering Space) within the seven five (7)-day 5)-day period provided in Section A 5.1.1 above; and , or (iiiii) the date on which Landlord would have provided Tenant an ROFO Advice for such Potential Offering Space if Tenant had not been in violation of one or more of the conditions set forth in Section A 5.1.2 above; provided, however, following Landlord’s leasing of such Potential Offering Space, Tenant shall continue to have the rights hereunder in the event the applicable Potential Offering Space again becomes Available. If In addition, if (a) Landlord provides Tenant with an Advice for any Offering Space that contains a right of first offer, right of first refusal, expansion option or other expansion right with respect to any other Potential Offering Space, (b) Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO such Advice, then, in either and (c) Landlord grants such case, Landlord shall again offer expansion right to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to a third party that leases such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such other Potential Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual be subject and subordinate to such expansion right in favor of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIparty.

Termination of Right of First Offer. Subject The rights contained in this Section 1.3 shall be personal to the following provisions Original Tenant and any Permitted Transferee Assignee, and may only be exercised by Original Tenant or a Permitted Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Section CLease, of Tenant’s interest in this Lease) if the rights Original Tenant or a Permitted Transferee Assignee occupies the entire Premises. The right of Tenant hereunder with respect to the Offering Space first offer granted herein shall terminate on the earlier as to occur of: (i) Tenant’s failure to exercise its Right of particular First Offer within Space upon the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided failure by Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right of first offer with respect to such First Offer Space as offered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.3, if, as of the date of the attempted exercise of any right of first offer by Tenant, as of the date Landlord and Tenant execute the First Offer Amendment, or as of the scheduled date of delivery of such Offering First Offer Space pursuant to Tenant, Tenant is in default under this Lease beyond any applicable notice and cure period expressly set forth in this Lease or Tenant has previously been in default under this Lease beyond any applicable notice and cure period expressly set forth in this Lease more than once (the most recently delivered ROFO Advice, then, in either such case, (“Option Conditions”); provided Landlord shall again offer have the right to lease such Offering Space to Tenant pursuant to waive the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer Option Conditions in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above)Landlord’s sole discretion. Notwithstanding the foregoingpersonal nature of Tenant’s right of first offer set forth in this Section 1.3, if, on in connection with any assignment of this Lease by Original Tenant or before the date a Permitted Transferee Assignee to an identified third party, Tenant requests that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter this right of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party first offer be transferred to such letter of intent (the “Deal Notice”)assignee, then Landlord shall have one hundred twenty (120) days after inform Tenant if this right of first offer may be transferred to the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIassignee.

Termination of Right of First Offer. Subject The rights contained in this Section 1.3 shall be personal to the following provisions Original Tenant and any Permitted Transferee, and may only be exercised by the Original Tenant and such Permitted Transferee (and not any assignee, sublessee or other transferee of this Section C, Tenant’s or such Permitted Transferee’s interest in the rights Lease) if the Original Tenant or such Permitted Transferee occupies the entire Premises as of the date of the attempted exercise of the right of first offer by Tenant. The right of first offer granted herein shall terminate with respect to any particular First Offer Space upon the failure by Tenant hereunder to exercise its right of first offer with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A aboveSpace so offered by Landlord. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall not have no further the right to lease the Offering First Offer Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue 1.3 in the event that less than two (2) years remains prior to apply the Lease Expiration Date; provided, however, to such Offering Spacethe extent Tenant then has an unexpired Lease Term extension option pursuant to Section 2.2 of this Lease, except that Tenant shall have three the right to irrevocably exercise such renewal option simultaneously with Tenant’s exercise of its first offer right hereunder in order to cause the Lease Expiration Date to occur more than two (32) Business Days to respond to such offer in years following the event of a re-offer pursuant to clause (x) above (but First Offer Commencement Date. Tenant shall not have seven (7) days the right to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoinglease First Offer Space, as provided in this Section 1.3, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with attempted exercise of any right of first offer by Tenant, or, as of the bona fide prospect identified in the Deal Notice before Tenant’s Right scheduled date of delivery of such First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VIITenant, Tenant shall have no further right to lease such Offering Space pursuant to is in default under this Section VIILease beyond the applicable notice and cure period provided in this Lease or Tenant has previously been in default under this Lease (beyond all applicable notice and cure periods) more than once during the prior twelve (12) month period.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the any Potential Offering Space shall terminate on the earlier earliest to occur of: (i) January 31, 2012 (unless Tenant has exercised its Extension Option (defined in Section 3 of Exhibit F to the Lease) and Landlord and Tenant have agreed upon the Prevailing Market (defined in Section 3 of Exhibit F to the Lease) rate for the Premises during the Extension Term (defined in Section 3 of Exhibit F to the Lease), in each case pursuant to Section 3 of Exhibit F to the Lease, in which event the date shall be one (1) year before the scheduled expiration date of the Extension Term), (ii) Tenant’s failure to exercise its Right of First Offer with respect to such Potential Offering Space (or any larger Potential Offering Space containing such Potential Offering Space) within the seven five (7)-day 5)-day period provided in Section A 7.5.A.1 above; and , or (iii) the date on which Landlord would have provided Tenant an ROFO Advice for such Potential Offering Space if Tenant had not been in violation of one or more of the conditions set forth in Section A 7.5.A.2 above. If In addition, if (a) Landlord provides Tenant with an Advice for any Offering Space that contains a right of first offer, right of first refusal, expansion option or other expansion right with respect to any other Potential Offering Space, (b) Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO such Advice, then, in either and (c) Landlord grants such case, Landlord shall again offer expansion right to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to a third party that leases such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such other Potential Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual be subject and subordinate to such expansion right in favor of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIparty.

Termination of Right of First Offer. Subject The rights contained in this Section 1.3 shall be personal to the following provisions Original Tenant and its Permitted Transferee Assignee, and may only be exercised by Original Tenant or its Permitted Transferee Assignee (and not by any other assignee, sublessee or other Transferee, as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease) if Original Tenant or its Permitted Transferee Assignee occupies eighty percent (80%) of (i) the Building, and (ii) any other space leased by Tenant at the Project. Tenant shall have no right to exercise its right of first offer with respect to any First Offer Space in the event that less than four (4) years shall remain in the Lease Term as of the anticipated commencement date of Tenant’s lease of the First Offer Space, unless Tenant delivers its Option Exercise Notice (as defined in Section C2.2.3 below) concurrently with Tenant’s notice of its election to lease the First Offer Space (the parties acknowledging that Tenant shall be entitled to deliver its Option Exercise Notice concurrently therewith, notwithstanding the rights “earlier of” time period restriction set forth in Section 2.2.3 below). In addition, if the First Offer Term would be less than five (5) years (i.e., there are less than five (5) years, but more than four (4) years remaining in the Lease Term), then Tenant may only exercise its right of Tenant hereunder first offer, if Tenant, concurrently with such exercise, agrees to extend the Lease Term with respect to the Offering Space entire Premises such that the First Offer Term is a total of five (5) years. In the event the Lease Term with respect to the then-existing Premises is extended pursuant to the preceding sentence, then the Base Rent payable during such period with respect to the then-existing Premises shall terminate be equal to one hundred three percent (103%) of the Base Rent payable at the otherwise scheduled expiration of the Lease Term, and otherwise, Tenant shall continue to lease the then-existing Premises on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the same terms as conditions as set forth in Section A abovethis Lease. If The right of first offer granted herein shall terminate as to particular First Offer Space upon the failure by Tenant does not to timely exercise its Right right of first offer with respect to such First Offer pursuant to this Section VII, Space as offered by Landlord. Tenant shall not have no further the right to lease the Offering Space pursuant to First Offer Space, as provided in this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing1.3, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with attempted exercise of any right of first offer by Tenant, or as of the bona fide prospect identified in the Deal Notice before Tenant’s Right scheduled date of delivery of such First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party Tenant, an Event of Default (as that term is defined in accordance with the provisions of this Section VII, Article 19 below) by Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIhas occurred and is continuing.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the any Potential Offering Space in any particular instance in which such Potential Offering Space becomes Available shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer with respect to such Potential Offering Space within the seven ten (7)-day 10) day period provided in Section A above; and (iiiii) the date Landlord would have provided Tenant an ROFO Advice for such Potential Offering Space if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If In addition, if Landlord provides Tenant with an Advice for any Offering Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other Potential Offering Space (such other Potential Offering Space subject to such expansion rights is referred to herein as an “Encumbered Potential Offering Space”) and Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such the Encumbered Potential Offering Space shall re-accrue under clause be subject and subordinate to all such expansion rights contained in the Advice. Notwithstanding the foregoing, if (yi) above Tenant was entitled to exercise its Right of First Offer, but failed to provide Landlord with an Expansion Acceptance Notice within the five (but this 5) day period provided in paragraph A above, and (ii) Landlord does not enter into a lease for the Offering Space with a third party within a period of six (6) months following the date of the Expansion Acceptance Notice, Tenant shall not affect once again have a Right of First Offer with respect to such Offer Space. In addition, Tenant shall once again have the Right of First Offer with respect to the Offering Space if, within such six (6) month period, Landlord proposes to lease the Offering Space to any potential re-accrual third party on economic terms that are substantially different than those set forth in the Expansion Availability Notice. For purposes hereof, the terms offered to a prospect shall be deemed to be substantially the same as those set forth in the Expansion Availability Notice as long as there is no more than a five percent (5%) reduction in the “bottom line” cost per rentable square foot of such right under clause (x) above). After Landlord has leased the Offering Space to a prospective third party in accordance tenant when compared with the provisions “bottom line” cost per rentable square foot under the Expansion Availability Notice, considering all of this Section VIIthe economic terms of the both deals, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIrespectively, including, without limitation, the net rent, any tax or expense escalation or other financial escalation and any financial concessions.

Termination of Right of First Offer. Subject to the following all terms, provisions of and conditions in this Section C12.4, the rights right of first offer granted herein shall terminate as to a particular First Right Space upon the failure by Tenant hereunder to exercise its right of first offer with respect to such First Right Space as offered by Landlord but shall remain in effect for any subsequent availability of all or any portion of the Offering Space shall terminate on the earlier to occur of: (i) remaining First Right Space; provided, however, that if after Tenant’s failure to exercise its Right the right of first offer as to a particular First Offer within Space Landlord leases such space, then upon the seven (7)-day period provided expiration of the term of such lease Tenant’s right of first offer shall again apply to such space, subject, however to the right of the tenant under such lease to renew the term thereof, regardless of whether such renewal is pursuant to an express provision in Section A above; and (iii) such lease or pursuant to a lease amendment or new lease. Landlord shall not have any obligation to deliver the First Offer Notice if, as of the date Landlord would have provided otherwise deliver the First Offer Notice to Tenant, Tenant is in default under this Lease after any applicable notice and cure periods, Tenant has paid Rent late for three (3) or more months during any twelve (12) month period, Tenant or an ROFO Advice Affiliate does not physically occupy at least fifty percent (50%) of the Premises, if this Lease has been assigned (other than to an Affiliate) or more than fifty percent (50%) of the Premises is subject to a sublease (other than to an Affiliate). In addition, at Landlord’s option, if Tenant had not been has previously delivered Tenant’s exercise notice in violation of one or more accordance with Section 12.2 and, as of the conditions set forth scheduled date of delivery of such First Right Space to Tenant, Tenant is in Section A above. If default under the Lease after any applicable notice and cure periods, Tenant or an Affiliate does not timely exercise its Right physically occupy at least fifty percent (50%) of First Offer pursuant the Premises, more than fifty percent (50%) of the Premises is subject to this Section VIIa sublease (other than to an Affiliate) or the Lease has been assigned (other than to an Affiliate), Tenant shall not have no further the right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering First Right Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

Termination of Right of First Offer. Subject The rights contained in this Section 1.3 shall be personal to the following provisions Original Tenant and any Permitted Assignee and may only be exercised by the Original Tenant or any Permitted Assignee (and not any other assignee, or any sublessee or other transferee of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Original Tenant’s failure to exercise its interest in this Lease) if the Lease then remains in full force and effect and if Original Tenant or any Permitted Assignee occupies the entire Premises. The Right of First Offer within granted herein shall terminate as to any particular Offer Space upon the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided exercise by Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant electsof, or is deemed the failure by Tenant to have electedexercise, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Offer Space as offered by Landlord. Tenant shall re-accrue have the right to lease any Offer Space as provided in this Section 1.3, only if, as of the date of the attempted exercise of any Right of First Offer by Tenant, or, at Landlord’s option, as of the scheduled date of delivery of such Offer Space to Tenant, no default (beyond applicable notice and cure periods) under clause (y) above (but this Lease theretofore shall have occurred more than twice during the Lease Term or be continuing hereunder. Landlord shall not affect any potential rebe required to deliver a First Offer Notice to Tenant if there is less than twenty-accrual four (24) months remaining in the initial Lease Term; provided that if (i) there is less than twenty-four (24) months remaining in the initial Lease Term at the time that Landlord would otherwise deliver a First Offer Notice to Tenant and (ii) Tenant has a valid and unexercised Extension Option (as defined in Section 2.3 below), then Landlord shall deliver Tenant a First Offer Notice and, as a condition to Tenant being permitted to exercise the Right of First Offer with respect to such right under clause (x) above). After Landlord has leased Offer Space, Tenant must concurrently irrevocably exercise the Offering Space to a third party Extension Option and, upon such exercise by Tenant, the Lease Term shall be extended in accordance with said Section 2.3 below, except that Landlord shall deliver the provisions Option Rent Notice (as defined in Section 2.3 below) to Tenant no later than eleven (11) months prior to the expiration of this the initial Lease Term. If the initial Lease Term is extended as a result of the preceding sentence, then the Right of First Offer shall terminate in its entirety on the date that is two (2) years prior to the expiration of the Option Term (as defined in Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII2.3 below).

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the any Potential Offering Space shall terminate on the earlier to occur of: (i) (i) the date occurring one (1) year before the scheduled Termination Date (unless Tenant has exercised its Renewal Option, in which event the date shall be one (1) year before the scheduled expiration date of the Renewal Term) (ii) Tenant’s failure to exercise its Right of First Offer with respect to such Potential Offering Space within the seven (7)-day 5 day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice for such Potential Offering Space if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If In addition, if Landlord provides Tenant with an Advice for any portion of the Potential Offering Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other Potential Offering Space (such other Potential Offering Space subject to such expansion rights is referred to herein as an “Encumbered Potential Offering Space”) and Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such the Encumbered Potential Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of be subject and subordinate to all such right under clause (x) above). After Landlord has leased expansion rights contained in the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIAdvice.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the each applicable Offering Space shall terminate on the earlier to occur of: (i) the last day of 48th full calendar month of the term; (ii) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day 10 Business Day period provided in Section A above6.01 above with respect to such Offering Space; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A 6.01 above. If Landlord provides Tenant does not timely with an Advice for only one Offering Space, Tenant shall continue to have its Right of First Offer with respect to the other Offering Space until Tenant’s right of First Offer with respect to such remaining Offering Space are terminated as provided herein. Notwithstanding the foregoing, If Tenant was entitled to exercise its Right of First Offer pursuant with respect to this a particular Offering Space, but failed to provide Landlord with a Notice of Exercise within the 10 Business Day period provided in Section VII6.01 above, Tenant shall once again have no further right the Right of First Offer with respect to lease the such applicable Offering Space pursuant to this Section VII, except that if (xi) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has does not entered enter into a lease for such Offering Space within three (3) a period of 6 months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after following the date of the Deal Notice Advice, or (ii) within a period of 6 months following the date of the Advice, Landlord proposes to lease the applicable Offering Space to a prospect on terms that are substantially different than those set forth in the Advice. For purposes hereof, the terms offered to a prospect shall be deemed to be substantially different than those set forth in the Advice if is more than a 10% reduction in the “bottom line” cost per rentable square foot of the applicable Offering Space to the prospect when compared with the “bottom line” cost per rentable square foot under the Advice, considering all of the economic terms of the both deals, respectively, including, without limitation, the net rent, any tax or expense escalation or other financial escalation and any financial concessions. In addition, if Landlord does enter into a lease with for the bona fide prospect identified in the Deal Notice before Tenant’s applicable Offering Space, Tenant shall have a Right of First Offer with respect to on such Offering Space shall re-accrue under clause (ysubject to the terms hereof) above (but this shall not affect upon the expiration of the lease with the other tenant, subject to any potential re-accrual extension or renewal rights of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIother tenant.

Termination of Right of First Offer. Subject Tenant’s rights under this Section 1.4 shall be personal to the following provisions Original Tenant and its Permitted Transferee Assignee and may only be exercised by the Original Tenant or its Permitted Transferee Assignee (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant or its Permitted Transferee Assignee occupies at least fifty percent (50%) of the rentable square footage of the initial Premises leased by Tenant under this Lease (subject to the last sentence of Section C14.4 below). The right of first offer granted herein shall terminate in its entirety upon (i) the transfer or sale of the Offsite Project by the current owner (i.e., the rights City) to any entity other than Offsite Landlord, (ii) the transfer or sale of the Project other than to an Offsite Landlord, or (iii) following Offsite Landlord’s acquisition of the Offsite Project, the transfer or sale of the Offsite Project (other than to another Offsite Landlord). The right of first offer granted herein shall not terminate as to particular Offsite First Offer Space upon the failure by Tenant hereunder to exercise its right of first offer with respect to such Offsite First Offer Space as offered by Offsite Landlord and Offsite Landlord shall re-offer such space to Tenant upon the Offering Space shall terminate on expiration or earlier termination of any lease (an “Intervening Lease”) entered into by Offsite Landlord prior to the earlier to occur of: (i) Offsite ROFO Expiration following Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease the Offsite First Offer Space, subject, however, to Offsite Landlord’s right to renew or expand any such Offering Space Intervening Lease, provided that such Intervening Lease contains a renewal or expansion right (but irrespective of whether any such renewal or expansion right is exercised strictly in accordance with its terms or pursuant to a lease amendment or a new lease). Tenant shall not have the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer right to lease such Offering Space to Tenant pursuant to the provisions of Offsite First Offer Space, as provided in this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing1.4, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with attempted exercise of any right of first offer by Tenant, or, at Offsite Landlord’s option, as of the bona fide prospect identified in the Deal Notice before Tenant’s Right scheduled date of delivery of such Offsite First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VIITenant, Tenant shall have no further right to lease such Offering Space pursuant to is in monetary or material non-monetary default under this Section VIILease (beyond the expiration of any applicable notice and cure period set forth in this Lease).

Termination of Right of First Offer. Subject Tenant’s rights under this Section 5 shall be personal to the following provisions Original Tenant and any Permitted Assignees and may only be exercised by the Original Tenant and any Permitted Assignees (and not any assignee, sublessee or other transferee of this Section Cthe Original Tenant’s interest in the Lease, the rights of Tenant hereunder except with respect to a Permitted Assignee) if the Offering Original Tenant or any Permitted Assignee occupies at least eighty percent (80%) of the original Premises (prior to the exercise of any rights of first offer). The right of first offer granted herein shall not terminate as to particular First Offer Space upon the failure by Tenant to exercise its right of first offer with respect to such First Offer Space as offered by Landlord and Landlord shall terminate on re-offer such space to Tenant upon the expiration or earlier termination of any lease (an “Intervening Lease”) entered into by Landlord prior to occur of: (i) the ROFO Black Out Period following Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease the First Offer Space, subject, however, to Landlord’s right to renew any such Offering Space Intervening Lease, irrespective of whether any such renewal is initially set forth in such lease or is subsequently granted or agreed upon, and regardless of whether any such renewal is exercised strictly in accordance with its terms or pursuant to a lease amendment or a new lease. In addition, any renewal rights for the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant space subject to the provisions of this Section VIIIntervening Lease granted under an Intervening Lease shall be deemed to be “Superior Rights”, and the terms of tenant under any Intervening Lease shall be a “Superior Right Holder”. Tenant shall not have the right to lease First Offer Space, as provided in this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing5, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice attempted exercise of any right of first offer by Tenant, or, at Landlord’s option, as of the scheduled date of delivery of such First Offer Space to enter into a lease with Tenant, Tenant is in economic or material non-economic default under the bona fide prospect identified Lease (beyond the expiration of any applicable notice and cure period set forth in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) aboveLease, as amended). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

Termination of Right of First Offer. Subject The rights contained in this Section 1.3 shall be personal to the following provisions Original Tenant and any Approved Assignee, and may only be exercised by the Original Tenant or such Approved Assignee (and not any other assignee, sublessee or transferee of this Section C, Tenant's interest in the rights Lease) if the Original Tenant or Approved Assignee physically occupies no less than seventy‑five percent (75%) of the Premises as of the date of the attempted exercise of the right of first offer by Tenant hereunder and as of the scheduled date of delivery of such First Offer Space to Tenant. The right of first offer shall not be applicable during the final three (3) years of the Lease Term (as it may be extended) unless Tenant first irrevocably exercises its right to extend the Lease Term with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period initial Premises for an available remaining Option Term as provided in Section A above; and 2.2, below (iii) and, notwithstanding the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation terms of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII2.2, Tenant shall have no further the right to deliver an Option Exercise Notice concurrently with Tenant’s delivery of the First Offer Exercise Notice, and in such event the Option Rent shall be determined as provided in Section 2.2.4 of this Lease). Tenant shall not have the right to lease the Offering Space pursuant to First Offer Space, as provided in this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing1.3, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with attempted exercise of any right of first offer by Tenant, or (at Landlord's option) as of the bona fide prospect identified in the Deal Notice before Tenant’s Right scheduled date of delivery of such First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VIITenant, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIis in Default.

Termination of Right of First Offer. Subject The rights contained in this Section 1.3 shall be personal to Original Tenant and any Permitted Assignee, and may only be exercised by Original Tenant or a Permitted Assignee (and not by any other assignee or sublessee of Tenant’s interest in this Lease) if Original Tenant or a Permitted Assignee occupies at least seventy percent (70%) of the following provisions entire Premises, provided that for the purposes of this Section C1.3.6, the rights Original Tenant or Permitted Assignee, as the case may be, shall be deemed to be in occupancy of Tenant hereunder with respect any space sublet to any Transferee pursuant to a sublease consented to by Landlord pursuant to the Offering Space shall terminate on terms of Article 14 of this Lease. In addition, Landlord hereby acknowledges that following the earlier to occur of: (i) proper exercise of Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease First Offer Space as set forth herein, Tenant may thereafter sublet the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering First Offer Space to a bona fide prospect at an Annual Fixed Rent less than 95% subtenant approved by Landlord pursuant to the terms and conditions of that set forth Article 14, below. The right of first offer granted herein shall terminate as to any space described in a First Offer Notice upon the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which failure by Tenant elects, or is deemed to have elected, not to exercise its right of first offer with respect to such space as offered by Landlord. Tenant shall not have the right to lease such Offering Space pursuant to the most recently delivered ROFO AdviceFirst Offer Space, then, as provided in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing1.3, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice attempted exercise of any right of first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to enter into a lease with Tenant, Tenant is in default under this Lease or Tenant has previously been in default under this Lease more than once. As used in this Lease, the bona fide prospect identified in the Deal Notice before term “Permitted Assignee” shall mean any Transferee that is an assignee of Tenant’s Right entire interest in this Lease pursuant to an assignment consented to by Landlord pursuant to the terms of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions Article 14 of this Section VIILease, Tenant shall have no further right to lease such Offering Space or which Landlord’s consent was not required pursuant to the terms of Section 14.8 of this Section VIILease.

Termination of Right of First Offer. Subject The rights contained in this Section 1.2 shall be personal to the following provisions Original Tenant, its Affiliates and Permitted Transferees (as defined in Section 14.8), and may only be exercised by the Original Tenant, its Affiliate and/or a Permitted Transferee (and not any third-party assignee, sublessee or other transferee of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Original Tenant’s failure to exercise interest in this Lease) if the Original Tenant, its Affiliate and/or a Permitted Transferee occupies the majority of the Premises. The Right of First Offer within shall terminate as to particular First Offer Space upon the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided failure by Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not to timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering First Offer Space shall re-accrue under clause (y) above (but this as offered by Landlord. Tenant shall not affect any potential re-accrual have the right to lease the First Offer Space, as provided in this Section 1.2, if, as of the date of the attempted exercise of the Right of First Offer by Tenant, or as of the scheduled date of delivery of such right under clause (x) above). After Landlord has leased the Offering First Offer Space to Tenant, Tenant is in default under this Lease beyond any applicable notice and cure period, or has been in monetary default or material non-monetary default (which non-monetary default is not then the subject of a bona fide dispute between the parties) beyond any applicable notice and cure period more than two (2) times during the Lease Term. Nothing herein shall prohibit Landlord from showing or marketing the First Offer Space to third parties prior to the time Tenant receives the First Offer Notice or while Landlord awaits Tenant’s response or during the determination of First Offer Rent as described above, and Landlord shall not be deemed in default under this Section 1.2 unless and until Landlord enters into a fully-executed lease with a third party in accordance for the applicable First Offer Space prior to providing Tenant with the provisions of required First Offer Notice and complying with the other procedures set forth above in this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII1.2.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: of (i) initial Expiration Date of the Lease; (ii) with respect to any particular portion of the Offering Space, Tenant’s failure to exercise its Right of First Offer with respect to such portion within the seven five (7)-day 5) business day period provided in Section A 3.1 above; and (iii) with respect to any particular portion of the Offering Space, the date Landlord would have provided Tenant an ROFO Advice with respect to such portion if Tenant had not been in violation of one or more of the conditions set forth in Section A 1.1 above. If Notwithstanding the foregoing, in the event that Landlord provides to Tenant does not timely an Advice and Tenant fails to subsequently exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and accordance with the terms of this Section VII shall continue to apply to such Offering Space1, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, and Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice fails to enter into a lease with a third party for such portion of the bona fide prospect identified in Offering Space within one hundred eighty (180) days following the Deal Notice before expiration of Tenant’s Right of First Offer with respect to such Offering Space, Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but be reinstated, subject to the terms of this shall not affect Section 1.3. in addition, in the event that Tenant fails to exercise its Right of First Offer as to any potential re-accrual particular portion of such right under clause (x) above). After Landlord has leased the Offering Space to and Landlord and a third party in accordance enter into a lease for such portion of the Offering Space and such lease expires prior to the date of expiration or earlier termination of this Lease (as the same may be extended), Tenant’s Right of First Offer with respect to such Offering Space shall be reinstated, subject to the provisions terms of this Section VII1.3; provided however, that Tenant shall not have no further right the Right of First Offer with respect to lease such Offering Space pursuant to this Section VIIreinstated in the event that the existing tenant in such portion of the Offering Space enters into an agreement with Landlord extending or renewing its lease for such portion of the Offering Space or enters into a new lease for such portion of the Offering Space whether or not any such renewal or new agreement is based upon an express option right.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to each applicable portion of the Offering Space shall terminate on the earlier to occur of: (i) the Expiration Date or earlier termination of this Lease; (ii) Tenant’s 's failure to exercise its Right of First Offer within the seven (7)-day 10 business day period provided in Section A above6.1 above with respect to the particular Offering Space which was offered to Tenant; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A 6.1 above. If Tenant exercises its Right of First Offer, or loses its Right of First Offer as described above in this Section 6.3, with respect to an Offering Space, Tenant nonetheless shall continue to have a Right of First Offer on any other applicable portion of the Offering Space until the applicability of the earlier of items (i), (ii), or (iii) with respect to any applicable portion of the Offering Space. In addition, if Landlord provides Tenant with an Advice for any applicable portion of the Offering Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Offering Space (such other portion of the Offering Space subject to such expansion rights is referred to herein as the “Encumbered Offering Space”) and Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the portion of the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth described in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such the Encumbered Offering Space shall re-accrue under clause (y) above (be subject and subordinate to all such expansion rights contained in the Advice. If Tenant was entitled to exercise its Right of First Offer, but this failed to provide Landlord with a Notice of Exercise within the 10 business day period provided in Section 6.1 above, Tenant shall not affect any potential re-accrual once again have the Right of such right under clause (x) above). After First Offer if within a period of 6 months following the date of the Advice, Landlord has leased proposes to lease the Offering Space to a third party prospect on terms that are substantially different than those set forth in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.{X00000000.9 }

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to each applicable portion of the Offering Space shall terminate on the earlier to occur of: (i) November 30, 2014; (ii) Tenant’s 's failure to exercise its Right of First Offer within the seven (7)-day 5 Business Day period provided in Section A 5.01 above; and (iii) the date Landlord would have provided Tenant an a ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A 5.01 above. If In addition, if Landlord provides Tenant with a ROFO Advice for any portion of the Offering Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Offering Space (such other portion of the Offering Space subject to such expansion rights is referred to herein as the "ENCUMBERED OFFERING SPACE") and Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth described in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer Tenant's Right of First Offer with respect to lease such the Encumbered Offering Space shall be subject and subordinate to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to all such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer expansion rights contained in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above)ROFO Advice. Notwithstanding the foregoing, ifif (i) Tenant was entitled to exercise its Right of First Offer, on or before but failed to provide Landlord with a ROFO Notice of Exercise within the date that is thirty 5 Business Day period provided in Section 5.01 above, and (30ii) days after any applicable Refusal Date, Landlord enters does not enter into a letter lease for the applicable portion of intent to lease such the Offering Space and gives Tenant written notice thereof identifying the other party to such letter within a period of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after 12 months following the date of the Deal Notice to enter into ROFO Advice, Tenant shall once again have a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such portion of the Offering Space shall reSpace. In addition, subject to the provisions of sub-accrue under clause clauses (yi) above and (but iii) in the first sentence of this shall not affect any potential re-accrual Section 5.03 above, if Landlord does enter into a lease for the applicable portion of such right under clause (x) above). After Landlord has leased the Offering Space to with a third party in accordance with tenant (the provisions of this Section VII"ROFO PROSPECT"), Tenant shall have no further right to lease a Right of First Offer on such portion of the Offering Space pursuant (subject to this Section VIIthe terms hereof) upon the expiration of the lease (including any renewals or extensions thereof) with the ROFO Prospect.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) November 30, 2010 with respect to all Offering Space; (ii) as to any particular Offering Space, Tenant’s failure to exercise its Right of First Offer within the seven (7)-day 3 business day period provided in Section A above4.01 above (provided, however, that if Landlord intends to enter into a lease upon economic terms which are materially more favorable to a third (3rd) party tenant than those economic terms proposed by Landlord in the Advice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the space described in the Advice on such more favorable economic terms; and Tenant’s failure to elect to lease the space described in the Advice upon such materially more favorable economic terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such materially more favorable economic terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice); and (iii) as to all Offering Space, the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A 4.01 above. If In addition, if Landlord provides Tenant with an Advice for any portion of the Offering Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Offering Space (such other portion of the Offering Space subject to such expansion rights is referred to herein as the “Encumbered Offering Space”) and Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth described in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such the Encumbered Offering Space shall re-accrue under clause be subject and subordinate to all such expansion rights contained in the Advice. For purposes hereof, the terms offered to a prospective third party tenant shall be deemed to be substantially the same as those set forth in the Advice (yi.e and not materially more favorable) above (but this shall not affect any potential re-accrual as long as there is no more than a 10% reduction in the “bottom line” cost per rentable square foot of such right under clause (x) above). After Landlord has leased the Offering Space to a the prospective third party in accordance tenant when compared with the provisions “bottom line” cost per rentable square foot under the Advice, considering all of this Section VIIthe economic terms of both deals, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIrespectively, including, without limitation, the length of term, the net rent, any tax or expense escalation or other financial escalation and any financial concessions.

Termination of Right of First Offer. Subject Tenant’s rights under this Section 1.4 shall be personal to the following provisions Original Tenant or a Permitted Assignee and may only be exercised by the Original Tenant (and not any other assignee, sublessee or other transferee of this Section C, the rights Original Tenant’s interest in the Lease) if the Original Tenant or a Permitted Assignee occupies not less than sixty-six percent (66%) of the Premises. The right of first offer granted herein shall not terminate as to particular First Offer Space upon the failure by Tenant hereunder to exercise its right of first offer with respect to such First Offer Space as offered by Landlord and Landlord shall re-offer such space to Tenant upon the Offering Space shall terminate on the expiration or earlier to occur of: termination of any lease (ian “Intervening Lease”) entered into by Landlord following Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease the First Offer Space, subject, however, to Landlord’s right to renew any such Offering Space Intervening Lease, irrespective of whether any such renewal is initially set forth in such lease or is subsequently granted or agreed upon, and regardless of whether any such renewal is exercised strictly in accordance with its terms or pursuant to the most recently delivered ROFO Advicea lease amendment or a new lease. In addition, then, in either such case, Landlord any expansion or similar rights granted under an Intervening Lease shall again offer be deemed to lease such Offering Space to Tenant pursuant to the provisions of this Section VIIbe “Superior Rights”, and the terms of tenant under any Intervening Lease shall be a “Superior Right Holder”. Tenant shall not have the right to lease First Offer Space, as provided in this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing1.4, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice attempted exercise of any right of first offer by Tenant, or, at Landlord’s option, as of the scheduled date of delivery of such First Offer Space to enter into a lease with Tenant, Tenant is in default under the bona fide prospect identified Lease, or Tenant has previously been in default under the Lease more than twice during the Lease Term (beyond the expiration of any applicable notice and cure period set forth in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) aboveLease). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

Termination of Right of First Offer. Subject The rights contained in this Section 2.6 shall be personal to the following provisions of Original Tenant, an “Affiliate,” as that term is defined in Section 13.8(a), below or any entity to whom this Section C, the rights of Tenant hereunder with respect Lease is assigned to (an “Assignee”) pursuant to the Offering Space terms of Article 13, below, and may only be exercised by the Original Tenant, an Affiliate or an Assignee (and not any other assignee, sublessee or transferee of the Original Tenant’s interest in this Lease). The right of first offer granted herein shall terminate as to all First Offer Space and thereafter shall be of no further force or effect on the earlier of the date that is one (1) year prior to occur of: the Expiration Date (as the same may be extended hereunder), provided, however, that in the event that (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease renew the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord Term has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which expired and Tenant elects, or is deemed to have elected, not to exercise exercises its right to lease such Offering Space renew the Term of the Lease pursuant to the most recently delivered ROFO AdviceSection 2.5, thenabove, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions concurrently with its exercise of this Section VII, and the terms its right of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such first offer in the event First Offer Exercise Notice, or (ii) Tenant has previously exercised its right to renew the Term of a re-the Lease, then the right of first offer pursuant granted herein shall terminate as to clause (x) above (but Tenant all First Offer Space and thereafter shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, be of no further force or effect on or before the date that is thirty one (301) days after any applicable Refusal year prior to the Renewal Term Expiration Date. Additionally, Landlord enters into a letter of intent Tenant shall not have the right to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter First Offer Space, as provided in this Section 2.6, if, as of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with attempted exercise of any right of first offer by Tenant, or as of the bona fide prospect identified in the Deal Notice before Tenant’s Right scheduled date of delivery of such First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VIITenant, Tenant shall have no further right to lease such Offering Space pursuant to is in material non-monetary or monetary default under this Section VIILease beyond any applicable notice and cure period set forth in this Lease.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its The Right of First Offer within shall be personal to the seven Original Tenant and any Permitted Transferee Assignee, and may only be exercised by the Original Tenant or such Permitted Transferee Assignee (7)-day period provided and not any other assignee, sublessee or other transferee of Tenant's interest in Section A above; and (iiithis Lease) if the date Landlord would have provided Original Tenant an ROFO Advice if Tenant had not been in violation of one or more of any Permitted Transferee Assignee occupies the conditions set forth in Section A aboveentire Premises. If Tenant does not timely exercise its The Right of First Offer pursuant granted herein shall not terminate as to this Section VII, particular First Offer Space upon the failure by Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering First Offer Space as offered by Landlord and Landlord shall re-accrue under clause (y) above (but this offer such space to Tenant upon the expiration or earlier termination of any Intervening Lease. Tenant shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased have the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease First Offer Space, as provided in this Section 1.2, if, as of the date of the attempted exercise of any Right of First Offer by Tenant, or, at Landlord's option, as of the scheduled date of delivery of such Offering First Offer Space to Tenant, (i) Tenant is in monetary or material non-monetary default under this Lease (beyond the applicable notice and cure periods) more than once during the preceding twelve (12) month period, (ii) Tenant has made a Transfer (as defined in Section 14.1 below) of more than twenty-five percent (25%), in the aggregate, of the Premises other than to a Permitted Transferee (as that term is defined in Section 14.8 below), and/or (iii) Tenant (or its Permitted Transferee, as the case may be) has vacated more than twenty-five percent (25%), in the aggregate, of the Premises for more than thirty (30) consecutive days, other than as a result of Alterations performed pursuant to this Section VIIArticle 8 below or relating to a Casualty pursuant to Article 11 below.

Termination of Right of First Offer. Subject to the following provisions of Tenant's rights under this Section C1.3 shall be personal to Original Tenant or its Permitted Transferee Assignee, and may only be exercised by the rights Original Tenant or its Permitted Transferee Assignee (and not any other assignee or transferee of Tenant's interest in this Lease) if the Original Tenant hereunder or its Permitted Transferee Occupies at least sixty-seven percent (67%) of the Premises. As used in this Lease, Tenant shall be deemed to be “Occupying”, in “Occupancy” or any derivation thereof with respect to any portion of the Premises if and so long as (i) Tenant has not subleased such portion of the Premises (and provided that such portion of the Premises is not being marketed for sublease on the sublease market) and (ii) with respect to the Offering Space shall terminate portion of the Lease Term following the expiration of the Phase I Premises Improvement Allowance Sunset Date (as defined in the Work Letter) as to the Phase I Premises and with respect to the portion of the Lease Term following the Phase II Premises Improvement Allowance Sunset Date (as defined in the Work Letter) as to the Phase II Premises, Tenant has Substantially Completed (as defined in the Work Letter) its Improvements in the applicable portion of the Premises. Further, during the period commencing on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; Phase I Premises Lease Commencement Date and (iii) continuing until the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of immediately prior to the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VIIPhase II Premises Lease Commencement Date, Tenant shall be deemed to be in Occupancy, for purposes of this Lease, of any portion of the Phase I Premises and the Phase II Premises that Tenant has not subleased or marketed for sublease on the sublease market (a) notwithstanding that the Phase II Premises Lease Commencement Date has not yet occurred, and (b) so long as the Phase I Premises Improvements are Substantially Completed (as such terms are defined in Exhibit B attached hereto) and Tenant is reasonably phasing occupancy into the Phase II Premises. Tenant shall not have no further the right to lease the Offering Space pursuant to First Offer Space, as provided in this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing1.3, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before attempted exercise of any right of first offer by Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to is in default under this Section VIILease beyond any applicable notice and cure periods.

Termination of Right of First Offer. Subject The rights contained in this Section 1.3 shall be personal to the following provisions Original Tenant and any Permitted Transferee Assignee, and may only be exercised by the Original Tenant or a Permitted Transferee Assignee (and not by any other assignee, sublessee or "Transferee," as that term is defined in Section 14.1 of this Section CLease, of Tenant's interest in this Lease) if Original Tenant or Permitted Transferee Assignee, as applicable, remains "in occupancy" of at least seventeen (17) full floors of the Building. Whenever in this Lease reference is made to Tenant being or remaining "in occupancy" of a certain number of full floors of the Building, such reference shall mean that when the number of full floors and partial floors of the Premises then being subleased by Tenant to parties other than Permitted Transferees and Incubator Transferees (each as defined in Article 14 below) is subtracted from the total number of full floors of the Building on which Tenant leases space, the rights of Tenant hereunder with respect resulting number is greater than or equal to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right number of First Offer within the seven (7)-day period provided full floors of which Tenant must be "in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice occupancy." For example, if Tenant had not been in violation of one or more is then leasing space on twenty (20) floors of the conditions set forth Building and Tenant has subleased one (1) full floor and subleased fifty percent (50%) of the RSF on another full floor of the Premises to parties other than Permitted Transferees and Incubator Transferees, then Tenant shall be deemed for purposes of this Lease to be "in Section A aboveoccupancy" of eighteen (18) floors of the Building. If Tenant does not timely exercise its Right For all purposes of First Offer pursuant to this Section VIILease, Tenant shall be deemed to be "in occupancy" of the full fifth (5th) floor of the Building to the extent Tenant has not sublet and continues to lease the entirety of the space leased by Tenant on such floor as of the Effective Date, and in no event shall Tenant's occupancy of the P-1 Space or the Retail Space constitute a "full floor". For purposes of this Lease, if Tenant ever leases all of the office space on the second (2nd) floor of the Building, Tenant shall be deemed to be "in occupancy" of the full second (2nd) floor of the Building to the extent Tenant has not sublet and continues to lease the entirety of the office space on the second (2nd) floor of the Building. Tenant shall not have no further the right to lease the Offering Space pursuant to First Offer Space, as provided in this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing1.3, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with attempted exercise of any right of first offer by Tenant, or as of the bona fide prospect identified in the Deal Notice before Tenant’s Right scheduled date of delivery of such First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VIITenant, Tenant shall have no further right to lease such Offering Space pursuant to is in default under this Section VIILease beyond any applicable notice and cure period set forth herein.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the Offering Expansion Space shall terminate on the earlier to occur of: (i) the date which is one year prior to the expiration of the Term or Renewal Term, as applicable; (ii) Tenant’s 's failure to exercise its Right of First Offer within the seven (7)-day applicable time period provided in Section A 10.A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice First Offer Notice if Tenant had not been in violation of one or more of the conditions set forth in Section A 37.1 above. If Additionally, if Tenant does not timely exercise its Right of First Offer pursuant or if Tenant does exercise the Right of First Offer but Tenant fails to this execute and deliver the amendment referenced in Section VII37.6 below in the time period required thereunder, Tenant then Landlord shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer be free to lease such Offering Expansion Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that any third party on terms and conditions which do not materially deviate from those set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above)First Office Notice. Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent if Tenant fails to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s exercise its Right of First Offer with respect to within the applicable time period provided in Section 10.A above and Landlord leases such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Expansion Space to a third party on terms and conditions which do not materially deviate from those set forth in accordance with the provisions First Office Notice and thereafter such Expansion Space again becomes available, the same shall be subject to Tenant's Right of this First Offer (so long as Tenant had not been in violation of one or more of the conditions set forth in Section VII, 37.1 above). The Right of First Offer is personal to the originally named Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIand any Permitted Transferee.

Termination of Right of First Offer. Subject Tenant's rights under this Section 9 shall be personal to the following provisions Original Tenant, and any Permitted Transferee or Permitted Assignee, and may only be exercised by the Original Tenant, and any Permitted Transferee or Permitted Assignee (and not any assignee (other than a Permitted Transferee or a Permitted Assignee), sublessee or other transferee of this Section Cthe Original Tenant's interest in the Lease), as the rights case may be, if the Original Tenant, or Permitted Transferee or Permitted Assignee, as the case may be, occupies the entire Premises. The right of first offer granted herein shall not terminate as to particular First Offer Space upon the failure by Tenant hereunder to exercise its right of first offer with respect to such First Offer Space as offered by Landlord and Landlord shall re-offer such space to Tenant upon the Offering Space shall terminate on the expiration or earlier to occur of: termination of any lease (ian "Intervening Lease") entered into by Landlord following Tenant’s 's failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease the First Offer Space, subject, however, to Landlord's right to renew any such Offering Space Intervening Lease, irrespective of whether any such renewal is initially set forth in such lease or is subsequently granted or agreed upon, and regardless of whether any such renewal is exercised strictly in accordance with its terms or pursuant to the most recently delivered ROFO Advicea lease amendment or a new lease. In addition, then, in either such case, Landlord any expansion or similar rights granted under an Intervening Lease shall again offer be deemed to lease such Offering Space to Tenant pursuant to the provisions of this Section VIIbe "Superior Rights", and the terms of tenant under any Intervening Lease shall be a "Superior Right Holder". Tenant shall not have the right to lease First Offer Space, 827072.04/WLA 377097.00004/3-7-21//gjn -5- HCP LIFE SCIENCE REIT, INC. [Third Amendment] [Nkarta, Inc.] as provided in this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing9, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice attempted exercise of any right of first offer by Tenant, or, at Landlord's option, as of the scheduled date of delivery of such First Offer Space to enter into a lease with Tenant, Tenant is then in default under the bona fide prospect identified Lease, as amended, beyond the expiration of any applicable notice and cure period set forth in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VIILease, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIas amended.

Termination of Right of First Offer. Subject Tenant's rights under this Section 1.3 shall be personal to the following provisions Original Tenant and its Permitted Assignees and may only be exercised by the Original Tenant or its Permitted Assignee (and not any other assignee, sublessee or other transferee of this Section C, the rights of Original Tenant's interest in the Lease) if the Original Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: or a Permitted Assignee has not subleased fifty percent (i50%) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A abovePremises. If Tenant does not The right of first offer granted herein shall terminate as to particular First Offer Space upon Tenant's failure to timely exercise its Right right of first offer with respect to such particular First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before and Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered entering into a lease for such Offering First Offer Space within three nine (39) months following the expiration of Tenant’s seven (7) day period to exercise (i.e., if Landlord enters into a lease within such nine (9) month period, the right herein shall terminate and Landlord shall have no obligation to deliver any further First Offer Notice for the applicable First Offer Space, even after the date expiration or earlier termination of such intervening lease), provided that if Landlord does not lease the particular First Offer Space within nine (9) months the “Refusal Date”expiration of Tenant’s seven (7) on which Tenant electsday period to exercise, or is deemed to have elected, not to exercise its Tenant’s right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord of first offer shall again offer to lease such Offering Space to Tenant pursuant to apply and the provisions of this Section VII, and 1.3 shall again be applicable pursuant to the terms of hereof. Tenant shall not have the right to lease First Offer Space, as provided in this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing1.3, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice attempted exercise of any right of first offer by Xxxxxx, or, at Landlord's option, as of the scheduled date of delivery of such First Offer Space to enter into a lease with Tenant, Tenant is in default under the bona fide prospect identified Lease, or Tenant has previously been in default under the Lease (beyond the expiration of any applicable notice and cure period set forth in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (yLease) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIImore than twice.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the each applicable Offering Space shall terminate on the earlier to occur of: (i) the last day of the 60th full calendar month following the Commencement Date; (ii) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day 5 day period provided in Section A above5.01 above with respect to the particular Offering Space which was offered to Tenant; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A 5.01 above. If Tenant exercises its Right of First Offer, or loses its Right of First Offer as described above in this Section 5.03, with respect to an Offering Space, Tenant nonetheless shall continue to have a Right of First Offer on any other applicable portion of the Option Space until the applicability of the earlier of items (i), (ii), or (iii) with respect to any applicable portion of the Option Space. In addition, if Landlord provides Tenant with an Advice for any Offering Space (the “Benefitted Option Space”) that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Option Space (such other portion of the Offering Space or the Option Space subject to such expansion rights is referred to herein as the “Encumbered Offering Space”) and Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth described in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such the Encumbered Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of be subject and subordinate to all such right under clause (x) above). After Landlord has leased expansion rights contained in the Offering Space Advice to the extent such rights are actually contained in a lease with a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease for such Offering Space pursuant to this Section VIIBenefitted Option Space.

Termination of Right of First Offer. Subject The Right of First Offer shall be personal to the following provisions Original Tenant and its Permitted Transferee Assignee, and may only be exercised by the Original Tenant and its Permitted Transferee Assignee (and not any other assignee, sublessee or transferee of Tenant's interest in this Section C, the rights Lease) if Tenant is not then in default under this Lease beyond any applicable notice and cure periods. The Right of Tenant hereunder with respect to the Offering Space First Offer granted herein shall terminate on the earlier to occur of: upon (i) Tenant’s 's failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall particular First Offer Space, subject to Landlord's obligation to re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased offer the Offering First Offer Space to Tenant pursuant to Section 1.4.2 above, (ii) Tenant's monetary default under this Lease (beyond the applicable notice and cure periods) more than once during the Lease Term, (iii) the date of Tenant's Transfer (as defined in Section 14.1 below) of more than twenty-five percent (25%), in the aggregate, of the Premises other than to a third party Permitted Transferee Assignee, (iv) the date that Tenant (or its Permitted Transferee Assignee, as the case may be) vacates more than twenty-five percent (25%), in accordance with the provisions aggregate, of the Premises for more than thirty (30) consecutive days, other than as a result of Alterations performed pursuant to Article 8 below or relating to a Casualty pursuant to Article 11 below, and (v) the date when less than fifteen (15) months remain in the Lease Term. For purposes of this Section VII1.4.7, “vacate” shall not include Tenant’s not occupying any portion of the Premises because Tenant shall have no further right to lease is in the process of designing or constructing "Improvements" (as that term is defined in Section 2.1 of the Work Letter) in such Offering Space pursuant to this Section VIIportion of the Premises, even if Tenant had previously occupied such increment of the Premises.

Termination of Right of First Offer. Subject The rights contained in ----------------------------------- this Section 1.3 shall be personal to the following provisions Original Tenant, and may only be ----------- exercised by the Original Tenant (and not any assignee, sublessee or other transferee of Tenant's interest in this Section C, Lease) if Tenant occupies the rights entire Premises as of the date of the attempted exercise of the right of first offer by Tenant hereunder and as of the scheduled date of delivery of such Existing Building First Offer Space to Tenant. The right of first offer granted herein shall terminate upon the failure by Tenant to exercise its right of first offer with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of Existing Building First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above)as offered by Landlord. Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty no obligation to offer the Existing Building First Offer Space (120or any portion thereof) days to Tenant and Tenant shall not have the right to lease the Existing Building First Offer Space (or any portion thereof), as provided in this Section 1.3, (i) after the commencement of the ----------- fifth (5th) "Lease Year," or (ii) if, as of the date of the Deal Notice to enter into a lease with attempted exercise of the bona fide prospect identified in right of first offer by Tenant, or as of the Deal Notice before Tenant’s Right scheduled date of delivery of such Existing Building First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VIITenant, Tenant shall have no further right to lease such Offering Space pursuant to is in default under this Section VIILease or Tenant has previously been in default under this Lease more than once.

Termination of Right of First Offer. Subject Tenant shall not have the right to lease the following provisions of this Section CFirst Offer Space, the rights of Tenant hereunder with respect and Landlord has no obligation to the Offering Space shall terminate on the earlier to occur of: deliver a First Offer Notice, if (i) Tenant is then in monetary default under this Lease beyond any applicable notice or cure period or a Monetary Event of Default has occurred more than twice in the preceding twelve (12) month period or (ii) as of the date that Landlord is otherwise prepared to deliver a First Offer Notice to Tenant in accordance with the terms of Section 2 above, Tenant subleases twenty-five percent (25%) or more of the entire then-existing Premises, other than to a Permitted Transferee. Tenant’s 's Right of First Offer shall terminate upon the earliest to occur of (a) as to an Designated First Offer Space, Tenant's failure to timely deliver a Tenant First Offer Exercise Notice following Landlord's delivery of a First Offer Notice, subject to Landlord's obligation to re-offer pursuant to Section 3 above, (b) Tenant's exercise of its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more for all of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VIISpace, Tenant shall have no further right to lease (c) Tenant's assignment of its interest in the Offering Space pursuant to this Section VIILease, except that (x) before Landlord makes or accepts an offer to lease such Offering Space other than to a bona fide prospect at an Annual Fixed Rent Permitted Transferee Assignee, (d) Tenant's failure to timely and properly exercise the Extension Option or, as to any Designated First Offer Space, when the First Offer Term is less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after years and Tenant has no Extension Option remaining, (e) as to any First Offer Space within the date South Tower, December 31, 2025, and (the “Refusal Date”f) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space Tenant's delivery of a Termination Notice pursuant to the most recently delivered ROFO AdviceSection 2.3 of this Lease. EXHIBIT G -3- [Reddit, thenInc.]303 SECOND STREETSouth Tower SCHEDULE 1 TO EXHIBIT G DEPICTION OF FIRST OFFER SPACE SCHEDULE 1 TO EXHIBIT G-1- [Reddit, in either such caseInc.]303 SECOND STREETSouth Tower SCHEDULE 1 TO EXHIBIT G-2- [Reddit, Landlord shall again offer to lease such Offering Space to Tenant pursuant Inc.]303 SECOND STREETSouth Tower SCHEDULE 1 TO EXHIBIT G-3- [Reddit, Inc.]303 SECOND STREETSouth Tower SCHEDULE 1 TO EXHIBIT G-4- [Reddit, Inc.]303 SECOND STREETSouth Tower EXHIBIT H FORM OF LETTER OF CREDIT (Letterhead of a money center bank acceptable to the provisions of this Section VIILandlord) FAX NO. [(___) ___-____] SWIFT: [Insert No., and the terms of this Section VII shall continue to apply to such Offering Spaceif any] [Insert Bank Name And Address] DATE OF ISSUE: _______________________________ BENEFICIARY:XXXXXX REALTY 303, except that Tenant shall have three (3) Business Days to respond to such offer in the event of LLCc/x Xxxxxx Realty Corporation12200 X. Xxxxxxx Xxxx., Xxxxx 000Xxx Xxxxxxx, XX 00000Xxxx: Legal DepartmentWith a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoingcopy to:XXXXXX REALTY 303, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date LLCc/x Xxxxxx Realty Corporation100 First StreetOffice of the Deal Notice Building, Xxxxx 000Xxx Xxxxxxxxx, Xxxxxxxxxx 00000Xxxxxxxxx: Ms. Xxxxxx Xxxx APPLICANT: [Insert Applicant Name And Address – make sure name is Xxxxxx’s name and is exactly accurate] Letter of Credit No. ____________ Expiration Date:______________ at our counters Amount Available: USD[Insert Dollar Amount] (U.S. Dollars [Insert Dollar Amount]) Ladies and Gentlemen: We hereby establish our irrevocable standby Letter of Credit No. ___________ in favor of Beneficiary for the account of Applicant, up to enter into a lease with the bona fide prospect identified in aggregate amount of USD[insert dollar amount] ([insert dollar amount] U.S. Dollars) effective immediately and expiring on (expiration date) available by payment upon presentation of Beneficiary's draft at sight drawn on [insert bank name] when accompanied by the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.following document(s):

Termination of Right of First Offer. Subject The rights contained in ----------------------------------- this Article 17 shall be personal to the following provisions Original Tenant and may only be --------------- exercised by Original Tenant if as of this Section Cthe date of the attempted exercise of the right of first offer by Xxxxxx and as of the scheduled date of delivery of such Expansion Space to Tenant (i) Original Tenant occupies the entire property and (ii) at least one (1) year of the Lease Term remains, including any extensions of the rights Lease Term if Tenant has exercised the Option(s) as provided in the Option to Extend Lease Term Rider. The right of first offer granted herein shall terminate upon the failure by Tenant hereunder to exercise its right of first offer with respect to the Offering Expansion Space as offered by Landlord. Tenant shall terminate on not have the earlier right to occur oflease the Expansion Space, as provided in this, Article 17, ---------- if, as of the date of the attempted exercise of the right of first offer by Xxxxxx, or as of the scheduled date of delivery of the Expansion Space to Tenant, Tenant is in default under Us Lease or Tenant has previously been in default under this Lease more than once. ARTICLE EIGHTEEN ---------------- GUARANTY OF LEASE ----------------- This Lease is subject to and conditioned upon Tenant delivering to Landlord, concurrently with Xxxxxx's execution and delivery of this Lease, a Guaranty (the "Guaranty") in the form attached hereto as Exhibit "E", which Guaranty shall be fully executed by and binding upon Hot Topic, Inc., a California corporation, as guarantor. Tenant hereby expressly waives any and all benefits under California Civil Code Section 2822(a) with respect to the Guaranty, and agrees that Landlord (not Tenant) may designate the portion of Tenant's Lease obligation that is satisfied by partial payment by Xxxxxx. ARTICLE NINETEEN ---------------- TELECOMMUNICATION EQUIPMENT --------------------------- At any time during the Lease Term, Original Tenant may install, at Tenant's sole cost and expense, for Tenant's sole use, telecommunication equipment upon the roof directly above the Property for Tenant's use of up to 5 square feet of space; provided however: (i) the physical appearance and location of any such installation and the size of the equipment shall be subject to Landlord's reasonable approval, and Landlord may require Tenant to install screening around such equipment, at Tenant’s failure 's sole cost and expense, as reasonably designated by Landlord; (ii) Tenant shall maintain such equipment, at Tenant's sole cost and expense; (iii) Tenant shall be responsible for any utilities related to exercise its Right the operation of First Offer within the seven telecommunication equipment; (7)-day period provided in Section A aboveiv) the telecommunication equipment shall be subject to government rules and regulations and covenants, conditions and restrictions; and (iiiv) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, install telecommunication equipment by giving Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant prior written notice thereof identifying and Landlord and Tenant shall execute a Telecommunication Agreement in substantially the other party to form as EXHIBIT "G", attached hereto, covering the installation and ----------- maintenance of such letter equipment, Tenant's indemnification of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect thereto, Tenant's obligation to remove such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased equipment upon the Offering Space to a third party in accordance with the provisions expiration or earlier termination of this Section VIILease, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.and other related matters. Initials: ______________ ______________

Termination of Right of First Offer. Subject Tenant's rights under this Section 9 shall be personal to the following provisions Original Tenant and any Affiliate Assignee and may only be exercised by the Original Tenant and any Affiliate Assignee (and not any other assignee, sublessee or other transferee of this Section C, the rights Original Tenant's interest in the Lease) if the Original Tenant or any Affiliate Assignee occupies the entire Premises. The right of first offer granted herein shall not terminate as to particular First Offer Space upon the failure by Tenant hereunder to exercise its right of first offer with respect to such First Offer Space as offered by Landlord and Landlord shall re-offer such space to Tenant upon the Offering Space shall terminate on expiration or earlier termination of any lease (an "Intervening Lease") entered into by Landlord prior to the earlier to occur of: (i) ROFO Expiration following Tenant’s 's failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease the First Offer Space after receipt of a First Offer Notice, subject, however, to Landlord's right to renew any such Offering Space Intervening Lease, provided a renewal is set forth in such lease, regardless of whether any such renewal is exercised strictly in accordance with its terms, but provided such renewal is consummated pursuant to a lease amendment of such Intervening Lease. In addition, the most recently delivered ROFO Advice, then, in either such case, Landlord tenant under any Intervening Lease shall again offer be a "Superior Right Holder". Tenant shall not have the right to lease such Offering Space to Tenant pursuant to the provisions of First Offer Space, as provided in this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing9, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice attempted exercise of any right of first offer by Tenant, or, at Landlord's option, as of the scheduled date of delivery of such First Offer Space to enter into a lease with Tenant, Tenant is in default under the bona fide prospect identified Lease, as amended, or Tenant has previously been in default under the Lease, as amended (beyond the expiration of any applicable notice and cure period set forth in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause Lease, as amended) more than two (y2) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased times during the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIILease Term.

Termination of Right of First Offer. Subject Notwithstanding any contrary provision hereof, (a) Landlord shall not be required to provide Tenant with an Advice at any time after the following provisions last day of this the 48th full calendar month of the Term unless Tenant has previously validly exercised, or continues to have the right to exercise, its Extension Option under Section C8 above; (b) Tenant may not exercise its Right of First Offer at any time after the last day of the 48th full calendar month of the Term unless Tenant has previously validly exercised, or then validly exercises, its Extension Option pursuant to Section 8 above; and (c) if the Term is extended pursuant to Section 8 above, then the rights of Tenant hereunder with respect to any Potential Offering Space shall terminate on the date occurring 12 months before the scheduled expiration date of the Extension Term. In addition, in any particular instance in which any Potential Offering Space becomes Available, the rights of Tenant hereunder with respect to the such Potential Offering Space shall terminate terminate, if not sooner pursuant to the preceding sentence, on the earlier to occur of: of (i) Tenant’s failure to exercise its Right of First Offer with respect to such Potential Offering Space (or any larger Potential Offering Space containing such Potential Offering Space) within the seven (7)-day 5-business-day period provided in Section A 9.1.A above; and , or (iiiii) the date on which Landlord would have provided Tenant an ROFO Advice for such Potential Offering Space (or any larger Potential Offering Space containing such Potential Offering Space) if Tenant had not been in violation of one or more of the conditions set forth in Section A 9.1.B above; provided, however, that nothing in this sentence shall prevent Tenant’s rights hereunder with respect to such Potential Offering Space from arising again if and when it becomes Available again after having been leased by Landlord to a third party. If In addition, if (a) Landlord provides Tenant with an Advice for any Offering Space that contains a right of first offer, right of first refusal, expansion option or other expansion right with respect to any other Potential Offering Space, (b) Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO such Advice, then, in either and (c) Landlord grants such case, Landlord shall again offer expansion right to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to a third party that leases such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such other Potential Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual be subject and subordinate to such expansion right in favor of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIparty.

Termination of Right of First Offer. Subject The rights contained in this Section 3 shall be personal to the following provisions Original Tenant and its Affiliates, and may only be exercised by the Original Tenant or an Affiliate (and not any other assignee or any sublessee or other transferee of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Original Tenant’s failure interest in this Lease) if the Original Tenant or an Affiliate, as the case may be, occupies the entire initial Premises. The right of first offer granted herein shall not terminate as to exercise its Right of particular First Offer within Space upon the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided failure by Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right of first offer with respect to such First Offer Space as offered by Landlord. In connection with the foregoing, in the event that Tenant elects not to or fails to lease such Offering First Offer Space offered by Landlord pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to 3, Landlord shall, following the expiration or earlier termination of the subsequent lease thereof (including renewals of any such Offering Spacelease), except that or, if no subsequent lease is executed by Landlord within 180-days following receipt by Tenant shall have three (3) Business Days to respond to such offer in of the event of a First Offer Notice, or, if applicable, the Second Offer, re-offer such space to Tenant, subject to and in accordance with the terms of this Section 1.3. Notwithstanding anything in this Section 3 to the contrary, Tenant hereby acknowledges and agrees that the tenant with whom Landlord enters into any such subsequent lease and any tenant entering into a lease during any “First Offer Suspension Period,” as that term is defined, below shall, with respect to any and all renewal, extension, expansion, first offer, first refusal or similar rights granted (whether or not executed strictly pursuant to clause (x) above (but their terms of pursuant to a lease amendment or a new lease), be a Superior Right Holder for purposes of this Section 3. Tenant shall not have seven (7) days the right to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoinglease First Offer Space, as provided in this Section 3, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter as of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with attempted exercise of any right of first offer by Tenant, or, at Landlord’s option, as of the bona fide prospect identified in the Deal Notice before Tenant’s Right scheduled date of delivery of such First Offer with respect Space to such Offering Space shall re-accrue Tenant, Tenant is in Default under clause this Lease (y) above (but this shall not affect any potential re-accrual of such right under clause (x) abovethe “First Offer Suspension Period”). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.EXHIBIT F EXHIBIT G MISSION TOWERS I

Termination of Right of First Offer. Subject The right of first offer granted herein shall terminate as to a particular First Offer Space upon the following provisions failure by Tenant to exercise its right of this Section C, the rights of Tenant hereunder first offer with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of such First Offer within Space as offered by Landlord but shall remain in effect for any subsequent availability of all or any portion of the seven (7)-day period provided in Section A above; and (iii) remaining First Offer Space. Landlord shall not have any obligation to deliver the First Offer Notice if, as of the date Landlord would have provided otherwise deliver the First Offer Notice to Tenant, Tenant is in default under this Lease after any applicable notice and cure periods, Tenant has paid Rent late for three (3) or more months during any twelve (12) month period, Tenant or an ROFO Advice Affiliate does not physically occupy at least fifty percent (50%) of the Premises, if this Lease has been assigned (other than to an Affiliate) or more than fifty percent (50%) of the Premises is subject to a sublease (other than to an Affiliate). In addition, at Landlord’s option, if Tenant had not been has previously delivered Tenant’s exercise notice in violation of one or more accordance with Section 2.3.2 and, as of the conditions set forth scheduled date of delivery of such First Offer Space to Tenant, Tenant is in Section A above. If default under the Lease after any applicable notice and cure periods, Tenant or an Affiliate does not timely exercise its Right physically occupy at least fifty percent (50%) of First Offer pursuant the Premises, more than fifty percent (50%) of the Premises is subject to this Section VIIa sublease (other than to an Affiliate) or the Lease has been assigned (other than to an Affiliate), Tenant shall not have no further the right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIISpace.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to each applicable portion of the Offering Space shall terminate on the earlier to occur of: (i) November 30, 2014; (ii) Tenant’s 's failure to exercise its Right of First Offer within the seven (7)-day 5 Business Day period provided in Section A 11.02.A. above; and (iii) the date Landlord would have provided Tenant an a ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A 11.02.A. above. If In addition, if Landlord provides Tenant with a ROFO Advice for any portion of the Offering Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Offering Space (such other portion of the Offering Space subject to such expansion rights is referred to herein as the "ENCUMBERED OFFERING SPACE") and Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth described in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer Tenant's Right of First Offer with respect to lease such the Encumbered Offering Space shall be subject and subordinate to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to all such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer expansion rights contained in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above)ROFO Advice. Notwithstanding the foregoing, ifif (i) Tenant was entitled to exercise its Right of First Offer, on or before but failed to provide Landlord with a ROFO Notice of Exercise within the date that is thirty 5 Business Day period provided in Section 11.02.A. above, and (30ii) days after any applicable Refusal Date, Landlord enters does not enter into a letter lease for the applicable portion of intent to lease such the Offering Space and gives Tenant written notice thereof identifying the other party to such letter within a period of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after 12 months following the date of the Deal Notice to enter into ROFO Advice, Tenant shall once again have a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such portion of the Offering Space shall reSpace. In addition, subject to the provisions of sub-accrue under clause clauses (yi) above and (but iii) in the first sentence of this shall not affect any potential re-accrual Section 11.02.C. above, if Landlord does enter into a lease for the applicable portion of such right under clause (x) above). After Landlord has leased the Offering Space to with a third party in accordance with tenant (the provisions of this Section VII"ROFO PROSPECT"), Tenant shall have no further right to lease a Right of First Offer on such portion of the Offering Space pursuant (subject to this Section VIIthe terms hereof) upon the expiration of the lease (including any renewals or extensions thereof) with the ROFO Prospect.

Termination of Right of First Offer. Subject to the following provisions of this Section C, the The rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven ten (7)-day 10) business day period provided in Section A above; and (iiiii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of except that one or more of the conditions set forth in Section A aboveabove applied and therefore Landlord was not required to deliver the Advice. If Tenant does not timely exercise its Right of First Offer Notwithstanding the foregoing, within one hundred eighty (180) days from the Advice (or the date Landlord would have delivered the Advice pursuant to this Section VIIsubsection (ii) above), Tenant Landlord shall have no further right to not offer for lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect third party at an Annual Fixed a Net Effective Rent (defined below) less than 95% eighty-five percent (85%) of that the Net Effective Rent set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after without first having re-offered the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to at such lower Net Effective Rent in accordance with this Section XIII. As used herein, the provisions term “Net Effective Rent” shall mean the net present value over the balance of the term of this Section VIILease of the base rent, additional rent, and other charges that would be payable to Landlord under the terms of this Section VII shall continue any proposed lease for the Offering Space thereof, taking into account any construction allowance, the cost of any leasehold improvements proposed to apply be performed by Landlord, any free rent, and any other monetary inducements payable by Landlord under such proposed lease. In addition, if Landlord fails to such execute a lease with a third party for the Offering Space, except that Tenant shall have three Space within one hundred eighty (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7180) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after from the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space Advice, Landlord shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased offer the Offering Space to Tenant prior to offering the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VIIparty.

Termination of Right of First Offer. Subject The rights contained in this Section 1.2 shall be personal to the following provisions Original Tenant or its Affiliate Assignee, and may only be exercised by the Original Tenant or its Affiliate Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Section C, Lease) if the rights Original Tenant or its Affiliate Assignee occupies the entire Premises. The right of first offer granted herein shall terminate as to particular First Offer Space upon the failure by Tenant hereunder to exercise its right of first offer with respect to such First Offer Space as offered by Lxxxxxxx; provided, however, that if Landlord fails to lease such First Offer Space to a third party during the Offering Space shall terminate on the earlier to occur of: one hundred eighty CHINA BASIN LANDING (i180) day period immediately following Tenant’s failure to exercise its Right right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VIIfirst offer, then Tenant shall again have no further a right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an of first offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth space in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and accordance with the terms of this Section VII shall continue to apply to such Offering Space1.2. Further, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent fails to lease such Offering First Offer Space, and Landlord consummates a lease with a third party for such First Offer Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the an “Deal NoticeInterim Lease”), then Landlord following the expiration (including renewals) or earlier termination of the Interim Lease (provided the Lease Term has not expired), Tenant shall again have one hundred twenty (120) days after a right of first offer to lease such space in accordance with the terms of this Section 1.2. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.2. if, as of the date of the Deal Notice to enter into a lease with attempted exercise of any right of first offer by Txxxxx, or as of the bona fide prospect identified in the Deal Notice before Tenant’s Right scheduled date of delivery of such First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VIITenant, Tenant shall have no further right to lease such Offering Space pursuant to is in default under this Section VIILease or Tenant has previously been in default under this Lease more than once.

Termination of Right of First Offer. Subject to the following provisions of The rights contained in this Section C1.3 may only be exercised by the Original Tenant (or by a Permitted Transferee [as defined in Section 14.6 below] following an assignment of all of Original Tenant’s rights, title and interests in this Lease by Original Tenant to such Permitted Transferee), provided Tenant (or the applicable Permitted Transferee) occupies not less than ninety percent 90%) of the Premises as of the date of the attempted exercise of the rights described herein and as of the scheduled date of delivery of the applicable Available Expansion Space to Tenant. The rights granted herein shall terminate upon the failure by Tenant hereunder to exercise duly and timely its rights with respect to the Offering Available Expansion Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above)as offered by Landlord. Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty no obligation to offer the Available Expansion Space (120or any portion thereof) days to Tenant and Tenant shall not have the right to lease the Available Expansion Space (or any portion thereof), as provided in this Section 1.3, (i) after the commencement of the thirteenth (13th) month of the initial Lease Term, or (ii) if, as of the date of the Deal Notice attempted exercise of the rights granted herein, or as of the scheduled date of delivery of such Available Expansion Space to enter into Tenant, Tenant is in default under this Lease or Tenant has previously been in default under this Lease more than once during the Expansion Period (beyond any applicable cure periods). Given that Original Tenant or a lease with the bona fide prospect identified in the Deal Notice before Permitted Transferee who has taken an assignment of all of Original Tenant’s Right of First Offer with respect rights, title and interests in and to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such Lease are the only parties entitled to exercise the Expansion Option right under clause (x) above). After Landlord has leased the Offering Space to a third party and other rights provided for in accordance with the provisions of this Section VII1.3, Tenant all references to “Tenant” in this Section 1.3 shall have no further right be deemed to lease such Offering Space pursuant mean “Original Tenant” or a Permitted Transferee who has taken an assignment of all of Original Tenant’s rights, title and interests in and to this Section VIILease.