Common use of Xxxxx of Option; Conditions Clause in Contracts

Xxxxx of Option; Conditions. Tenant shall have the one-time right of first offer (the “Right of First Offer”) with respect to lease any available space in Building 1 (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: if Landlord either (x) is prepared to make an offer to lease all or any portion of the Offering Space to, or (y) has received an offer to lease all or any portion of the Offering Space, which offer Landlord is prepared to accept, from any bona fide prospect other than the then-current tenant or occupant thereof, Landlord shall advise Tenant (the “ROFO Advice”) of the terms of such offer that Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Space to Tenant on such terms contained in the ROFO Advice for the remainder of the Term. Tenant may lease such Offering Space in its entirety only, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven (7) days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice, if:

Xxxxx of Option; Conditions. 1. Subject to the terms of this Section 7.5, Tenant shall have the a one-time right of first offer (the “Right of First Offer”) with respect to lease any available space in Building 1 each of the following suites (the and with respect to each portion of each such suite) (each such suite or portion thereof, a “Potential Offering Space”). ): (i) the 1,152 rentable square feet known as Suite 305 on the third floor of the Building shown on the demising plan attached to the Amendment as Exhibit D, (ii) the 4,475 rentable square feet known as Suite 325 on the third floor of the Building shown on the demising plan attached to the Amendment as Exhibit E, (iii) the 2,478 rentable square feet known as Suite 370 on the third floor of the Building shown on the demising plan attached to the Amendment as Exhibit F, and (iv) the 3,061 rentable square feet known as Suite 375 on the third floor of the Building shown on the demising plan attached to the Amendment as Exhibit G. Tenant’s Right of First Offer shall be exercised as follows: if At any time after Landlord either has determined that a Potential Offering Space has become Available (xdefined below), but before leasing such Potential Offering Space to a third party, Landlord shall provide Tenant with written notice (the “Advice”) is prepared to make an offer to lease all or any portion advising Tenant of the Offering Space to, or (y) has received an offer to lease all or any portion of the Offering Space, terms under which offer Landlord is prepared to accept, from any bona fide prospect other than the then-current tenant or occupant thereof, Landlord shall advise Tenant lease such Potential Offering Space (the an “ROFO AdviceOffering Space”) of the terms of such offer that Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Space to Tenant on such terms contained in the ROFO Advice for the remainder of the Term, and any extension thereof, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Tenant may lease such any Offering Space in its entirety only, under the terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven five (75) days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice, if:.

Xxxxx of Option; Conditions. Tenant shall have the one-one time right of first offer (the “Right of First Offer”) with respect to lease any available space in the 23,803 rentable square feet known as Suite No. 400 on the 4th floor of the Building 1 shown on the demising plan attached hereto as Exhibit C (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: if The termination date of the lease between Landlord either (x) and the existing tenant in the Offering Space is prepared November 30, 2008. If Tenant is interested in leasing the Offering Space, Tenant shall provide Landlord with a written notice of such interest no earlier than 120 days prior to make an offer such termination date and no later than 90 days prior to such termination date. If Landlord has determined that the existing tenant in the Offering Space will not extend or renew its lease all or any portion of the Offering Space to, or (y) has received an offer but prior to lease all or any portion of the leasing such Offering Space, which offer Landlord is prepared Space to accept, from any bona fide prospect a party other than the then-current tenant or occupant thereofexisting tenant), Landlord shall advise Tenant (the “ROFO Advice”) of the terms of such offer that under which Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Space to Tenant on such terms contained in the ROFO Advice for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven (7) 5 days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice, if:

Xxxxx of Option; Conditions. Tenant shall have the one-one time right of first offer (the “"Right of First Offer”") with respect to lease any available the approximately 2,042 rentable square feet of space in known as Suite No. 970 on the 9th floor of the Building 1 shown on the demising plan attached hereto as Exhibit A (the “Offering "Offer Space”"). Tenant’s 's Right of First Offer shall be exercised as follows: if prior to Landlord either (x) is prepared leasing the Offer Space to make an offer to lease all or any portion of the Offering Space to, or (y) has received an offer to lease all or any portion of the Offering Space, which offer Landlord is prepared to accept, from any bona fide prospect a party other than the then-current existing tenant or occupant thereofin the Offer Space, Landlord shall advise Tenant (the “ROFO "Advice”") of the terms of such offer that under which Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Offer Space to Tenant on such terms contained in the ROFO Advice for the remainder of the TermLease term; provided that (a) if Landlord provides the Advice on or before October 31, 2008, then the Advice shall provide that Tenant shall pay Base and Additional Rent according to the terms of the Lease, including any Allowance, so long as such Allowance is pro-rated to reflect the term of the Offer Space, and (b) if Landlord provides the Advice on or before October 31, 2009, then the Advice shall provide that Tenant shall pay Base Rent in an amount that does not exceed 103.5% of the Base Rent set forth in the Lease, including any Allowance, so long as such Allowance is pro-rated to reflect the term of the Offer Space, and that Additional Rent shall be as set forth in the Lease. Tenant may lease the Offer Space, under such Offering Space in its entirety onlyterms, by delivering providing Landlord with written notice of exercise to Landlord (the “"Notice of Exercise”") within seven (7) 5 days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice if: i Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or ii the Premises, if:or any portion thereof, is sublet (other than pursuant to a Business Transfer, as defined in Section 11.05 of the Lease) at the time Landlord would otherwise deliver the Advice; or

Xxxxx of Option; Conditions. Tenant shall have have, commencing on the one-time date on which this Lease is mutually executed and delivered, a continuing right of first offer (the “Right of First Offer”) with respect to lease any available all of the following space in the Building 1 (the “Potential Offering Space”)): (i) the 17,766 rentable square feet known as Suite No. 300 and consisting of all of the rentable square footage on the 3rd floor of the Building; (ii) the 17,971 rentable square feet known as Suite No. 1600 and consisting of all of the rentable square footage on the 16th floor of the Building; and (iii) the 18,107 rentable square feet known as Suite No. 1700 and consisting of all of the rentable square footage on the 17th floor of the Building. Tenant’s Right of First Offer shall be exercised as follows: if at any time on or after the Commencement Date and after Landlord either (x) is prepared to make an offer to lease has determined that all or any portion of the Potential Offering Space to, or is Available (yas defined below) has received an offer (but prior to lease all or any portion of the Offering Space, which offer Landlord is prepared leasing such space to accept, from any bona fide prospect a party other than the then-current tenant or occupant thereofexisting tenant, if any), Landlord shall advise Tenant (for purposes of this Right of First Offer, the “ROFO Advice”) of the terms of such offer that under which Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease such space (the “Offering Space Space”) to Tenant on such terms contained in the ROFO Advice for the remainder of the Term, which terms shall reflect the Prevailing Market rate (as defined in subparagraph E below) for the Offering Space as determined reasonably and in good faith by Landlord. The Advice shall be accompanied by a written explanation of Landlord’s determination of the Prevailing Market rate. For purposes hereof, the Offering Space shall be deemed to be “Available” as follows: (i) if the Offering Space is under lease to a third party as of the Commencement Date, the Offering Space shall be deemed to be Available when Landlord has determined that such third party will not extend or renew the term of its lease for the Offering Space, or (ii) if the Offering Space is not under lease to a third party as of the Commencement Date, the Offering Space shall be deemed to be Available when Landlord has located a prospective tenant that may be interested in leasing the Offering Space. Tenant may lease such the Offering Space in its entirety only, under the terms set forth in the Advice (subject to subparagraph B below), by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven (7) days 7 Business Days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice, if:

Xxxxx of Option; Conditions. Tenant shall have the oneon-time going right of first offer (the “"Right of First Offer”") with respect to lease the any available space in Building 1 within the Sunset North Corporate Campus from time to time owned by Landlord (any such space being referred to herein as the “"Offering Space”"). Tenant’s 's Right of First Offer shall be exercised as follows: if at any time after Landlord either (x) is prepared to make an offer to lease all or has determined that any portion of existing tenant in the Offering Space to, which has an existing option to renew or (y) has received an offer to extend its term will not extend or renew the term of its lease all or any portion of for the Offering Space, which offer Landlord is prepared whether or not pursuant to accept, from any bona fide prospect such option (but prior to leasing such Offering Space to a party other than the then-current tenant or occupant thereofexisting tenant), Landlord shall advise Tenant (the “ROFO "Advice”") of the terms of such offer that under which Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Space to Tenant on such terms contained in the ROFO Advice for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord; provided, however, that if Tenant exercises a Right of First Offer within the first 12 months of the initial Term, the Base Rent rate for space added by exercise of this Right of First Offer shall be Base Rent rate then currently payable by Tenant for the Premises. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “"Notice of Exercise”") within seven (7) days 10 Business Days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice, if:

Xxxxx of Option; Conditions. Tenant shall have the one-time ongoing right of first offer (the “Right of First Offer”) with respect to lease any available space in the Building 1 (the each such space, a “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: if at any time after Landlord either (x) is prepared to make an offer to lease all or has determined that any portion of the Potential Offering Space tohas become Available (defined below), or (y) has received an offer but prior to lease all or any portion of the leasing such Potential Offering Space, which offer Landlord is prepared Space to accept, from any bona fide prospect a party other than the then-current any existing tenant or occupant thereof, Landlord shall advise Tenant (the “ROFO Advice”) of the terms of such offer that under which Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the such Potential Offering Space (an “Offering Space”) to Tenant on such terms contained in the ROFO Advice for the remainder of the Term, which terms shall reflect the Prevailing Market rate for such Offering Space as reasonably determined by Landlord and which term shall reflect a term of not less than five (5) years (except as set forth in Section 37.B below). For purposes hereof, a Potential Offering Space shall be deemed to become “Available” at any time after the date that is one (1) year following the Commencement Date (the “ROFO First Available Date”), except that if (a) such Potential Offering Space is under lease to a third party as of the ROFO First Available Date (an “Existing Tenant”), or (b) a bona fide lease or letter of intent with respect to such Offering Space is on the ROFO First Available Date being negotiated by Landlord on an arms-length basis with a bona fide third party prospective tenant or tenants (a “Prospective Tenant”), then such Potential Offering Space shall be deemed to become Available when Landlord has determined that (i) the Existing Tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space, or (ii) any Prospective Tenant will not enter into a lease for such Potential Offering Space. Except as provided in the immediately preceding sentence, Tenant’s Right of First Offer shall be superior to any other rights granted to tenants at the Project after the date hereof. Tenant may lease such any Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven ten (710) days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO AdviceAdvice with respect to any Potential Offering Space, if:

Xxxxx of Option; Conditions. Tenant shall have the one-one time right of first offer refusal (the “Right of First OfferRefusal”) with respect to lease any available space the approximately 12,000 rentable square feet in the Building 1 shown on the demising plan attached hereto as Exhibit F-1 (the “Offering Refusal Space”). Landlord and Tenant acknowledge and agree that as of the date of this Lease, the Refusal Space is currently vacant and unoccupied. The Refusal Space shall be deemed “Available to Lease” if Landlord has leased the Refusal Space to a third party tenant and subsequently determined that such third party tenant in the Refusal Space will not extend or renew the term of its lease for the Refusal Space. Tenant’s Right of First Offer Refusal shall be exercised as follows: if when the Refusal Space is Available to Lease and Landlord either has a prospective tenant (xthe “Prospect”) is prepared to make an offer to lease all or any portion of interested in leasing the Offering Space to, or (y) has received an offer to lease all or any portion of the Offering Refusal Space, which offer Landlord is prepared to accept, from any bona fide prospect other than the then-current tenant or occupant thereof, Landlord shall advise Tenant (the “ROFO Advice”) of the terms of such offer that under which Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Refusal Space to Tenant on such terms contained in the ROFO Advice for the remainder of the Term. Prospect and Tenant may lease the Refusal Space, under such Offering Space in its entirety onlyterms, by delivering providing Landlord with written notice of exercise to Landlord (the “Notice of Exercise”) within seven (7) 5 days after the date of the ROFO Advice, stating either that (i) Tenant shall lease . Notwithstanding anything to the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day periodcontrary contained herein, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer Refusal and Landlord need not provide Tenant with an ROFO AdviceAdvice with respect to the initial leasing of the Refusal Space to a third party tenant after the date of this Lease. In addition, Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if:

Xxxxx of Option; Conditions. 1. Subject to the terms of this Section 7.1, Tenant shall have the a one-time right of first offer (the “Right of First Offer”) with respect to lease the following suite (and with respect to any available space in Building 1 and each portion of such suite) (the such suite or portion thereof, a “Potential Offering Space”). ): the 13,021 rentable square feet known as Suite 500 on the fifth floor of the Building shown on the demising plan attached to this Amendment as Exhibit D. Tenant’s Right of First Offer shall be exercised as follows: if At any time after Landlord either has determined that a Potential Offering Space has become Available (xdefined below), but before leasing such Potential Offering Space to a third party, Landlord shall provide Tenant with written notice (the “Advice”) is prepared to make an offer to lease all or any portion advising Tenant of the Offering Space to, or (y) has received an offer to lease all or any portion of the Offering Space, terms under which offer Landlord is prepared to accept, from any bona fide prospect other than the then-current tenant or occupant thereof, Landlord shall advise Tenant lease such Potential Offering Space (the an “ROFO AdviceOffering Space”) of the terms of such offer that Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Space to Tenant on such terms contained in the ROFO Advice for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space: and (ii) if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Tenant may lease such any Offering Space in its entirety only, under the terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven (7) 10 business days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice, if:.

Xxxxx of Option; Conditions. Tenant shall have the a one-time right of first offer (the “Right of First Offer”) with respect to lease any available office space in on the tenth (10th) floor of the Building 1 (the each such space being referred to herein as “Offering Space”); provided, however, that if Landlord makes available Offering Space to Tenant prior to December 31, 2014, and Tenant does not timely provide to Landlord a Notice of Exercise, and if Landlord does not consummate a transaction for such Offering Space with a party other than Tenant within 90 days following the date that such Offering Space is offered to Tenant, then Tenant shall have an additional Right of First Offer with respect to such Offering Space tendered to Tenant prior to December 31, 2014. Tenant’s Right of First Offer shall be exercised as follows: if at any time after Landlord either (x) is prepared to make has determined that an offer to lease all or existing tenant in any portion of the Offering Space towill not extend, renew the term of its lease or enter into a new lease directly with Landlord, for any Offering Space (y) has received an offer but prior to lease all or any portion of the leasing such Offering Space, which offer Landlord is prepared Space to accept, from any bona fide prospect a party other than the then-current tenant existing tenant, subtenant or occupant thereofany party holding expansion rights to such space as of the Execution Date as provided in Subsection E below), Landlord shall advise Tenant (the “ROFO Advice”) of the terms of such offer that under which Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Space to Tenant on such terms contained in the ROFO Advice for the remainder of the TermTenant, including Tenant’s improvement allowance, if any, renewal term and all other terms. Tenant may lease such Offering Space in its entirety onlyunder such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven ten (710) business days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice, if:

Xxxxx of Option; Conditions. Tenant shall have the one-a one time right of first offer (the “Right of First Offer”) with respect to lease any available space in Building 1 the following suite (and with respect to each portion of such suite) that becomes Available (as defined below) after the date of mutual execution and delivery of this Amendment (such suite or portion thereof, a “Potential Offering Space”)): the 3,142 rentable square feet known as Suite No. 1620 on the 16th floor of the Building shown on the demising plan attached hereto as Exhibit C. Tenant’s Right of First Offer shall be exercised as follows: if at any time after Landlord either (x) is prepared to make an offer to lease all or has determined that any portion of the Potential Offering Space tohas become Available, or (y) has received an offer but prior to lease all or any portion of the leasing such Potential Offering Space, which offer Landlord is prepared Space to accept, from any bona fide prospect a party other than the then-current any existing tenant or occupant thereof, Landlord shall advise Tenant (the “ROFO Advice”) of the terms of such offer that under which Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the such Potential Offering Space (an “Offering Space”) to Tenant on such terms contained in the ROFO Advice for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the tem of its lease, or enter into a new lease, for such Potential Offering Space. Tenant may lease such any Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven (7) 5 days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO AdviceAdvice with respect to any Potential Offering Space, if: