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Schedule 11,1.2"
<br />l aht of First O fro
<br />I C •an , Subject to all of the temms and conditions afthis Exhibit "7" Tenant shall have the right (the "Right of First Offer") to elect to
<br />lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Tenn, The "Fist
<br />Right Space" means any space on the second (214) floor of the Building Alai is not within the Promises. A onion of tile First Right Space shall be
<br />"Available per Lease" IF. (a) Landlord receives a Third Fatty Offer (defined below) with respect to such space, (b) such space is vacant or la
<br />scheduled to become vacant within six (6) months, and (a) such space is not subject 10 any Ihcn existing expansion or renewal rights orally type that
<br />Is or ore set forth in oily lease affecting space In the Project. "A Third Party Offer" means any written offeror proposal for the louse of all or any
<br />Portion of the Final Right Space flat Is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on
<br />terms that are acceptable to Landlord (excluding any such offers or proposals that either: (1) relate to any expansion or renewal rights that are set
<br />forth III any lease affecting space in the Project that exists as of the Effective Dote or (11) are for the renewal or extensian of the tern of ilia louse fir
<br />any then existing tenant of the applicable portion of the First Right Space),
<br />Prntadnre for Offer aril Aecentance,
<br />2A Fhst Offpr Notice. Subject to the terns and conditions of this &Iledul4 "j-2", if all or oily portion of the First Right Space
<br />becomes Available for Lease, Landlord shall notify Tenant thereof in writing (die "First Offer Notice"). The First Offer Notice shall also: (a)
<br />describe (and state the Rentable Area of) the portion of the First Right Space that is then Available Par Lease (the "Offered First Right Splice,'), (b)
<br />state the date (tile "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Offered First Right Space will be
<br />available for delivery to Tenant, (c) state Landlord's determination of the economic tens (including the Base Rent, Bose Year, Improvement
<br />Aliuwunee, obated Rent slid other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant
<br />(the "Offcrod Terms"), and (it) slate that tie expimton of Tenant's lease of the First Right Space shall he coterminous with the lease for the
<br />Premises, provided that; (I) if there shall be less than five (5) years remaining in tie Terri as of the at the Offered Space Scheduled Comnlencenhent
<br />Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise ONES Right efFhst Offer with respect to such Offered
<br />First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall
<br />have no right under this Scled" 1-2" to lease oily portion of die First Right Since for which the Offered Space Scheduled Commencement Date
<br />will occur during the East five (5) years of the Tern wiless, (A) of such time, Tonnat shall have an unexerclsed Extension Option and (B) Tenant
<br />shall, to its Tenant's Acceptance Notice, exercise such Extension Option,
<br />2.2 'i ]it's Accentuate Note . Tenant may exercise its right to lease tie Oftcred First Right Space identi Fled but oily First Offer
<br />Notice only by delivering to Landlord, not more thin) ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written
<br />notice (" Tcuaut's Acceptance Nofce") stating that report accepts Lmhdlord's oter to lease the Offered First Right Space. It• Tenant does not
<br />deliver Tenant's Acceptn ice Notice to Landlord within five (5) business days after Landlord's delivery orany First Offe Notice, time being of the
<br />essence; that' subject to Section 23 belaw, Tenant's Right of First Offer shall no longer apply to the applicable Offered First,Right Space mid,
<br />Landlord shall be free to lease the Offered First RISE'( Space described in the First Offer Notice to third parties selected by Landlord at such rental
<br />rates and upon such terms as Landlord ill its sole discretion may desire.
<br />2.3 3,andlenl's Obl'"atlon to Rc-0 ff r, Notwithstanding the foregoing, before leasing any Offered First Right Space to any other
<br />Poison or entity on economic terms that are more thin ten percent (10%) more favorable (on an annualized net effective rent basis) than the Offered
<br />Terms specified in the First Offer Notice, subject to all of the terms and conditions of this Schedule'%%', Landlord must re -offer such Offered First
<br />Right Space to Tonont on tine more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with SeetWil 2 of this Schedule 111-2" and Tenant shall again have the right to elect to louse such space by delivering a Tenant's ROFR Acceptance
<br />Notice in accordance with Stall, I I IM of this Schedule "1.2" provided that Tenant shall hive only five (5) business days after receipt orally
<br />such Pirst Offer Notice within which to deliver its Tenant's Acceptance Norroe ilia, respect to such Offered First flight Space that is ro-offered to
<br />Tenant in accordance with this Section 2 3,
<br />Term: Rent• Oth at, Twills,
<br />3.1 IrTennnl duly exercises its Right ol'First OITer in accordance with this Sehcdulc "j-2" with respect to any Offmad First Right
<br />Space that is Identified in Any First Oficr Notice (any such space "Legsal First Right Space"), then: (it) the lean of the lens, crouch lensed First
<br />Right Spice slip II commence upon the Onto (the "First Right Commencement Date") [hut Lundlord tenders to Tenant delivery of possession of such Leased Firs Right Space, (b) the expimlion of Tenant's lease of die Leased First Right Spnce shall be caterminous evitlt the termination of Elie Lease
<br />far the then existing Premises, (c) except as expressly provided to tine conhnry in Ibis Schedule "J-2", the remaining terns or Ten ant's lease of such
<br />Lensed First Right Space shall be the teliue and conditions ofthis Lease (provided lhm all provisions of the Lease which vnry based upon the
<br />Rentable Area or l t Prennises shall be adjusted to reflect the uddlOoll orthe Lensed First Right Space Ili the Premises) and (b) Landlord and Tenant
<br />shall reasonably promptly thereuller eXCU le tin Amendment to this Lease fur such I.eascd First Right Spnce upon the terms slid conditions as set lard,
<br />in the Firs[ OI'rer Notice, subject to due provisions ordlis Schedule
<br />3.2 1'11e monthly base rent payable by Tenant with respect to any Leascd First Right Spam (the "ROFO Item") shall commence on
<br />the upplicuble First Right Commencement Date and shall be equal In Ile product nC (a) Ole number or square Icet of (tenable Aran compiled in
<br />such Lensed First Right Space And (h) One MIRA I'o, such Loused First Itighl Spnce. If In the Applicable Acceplanee Notice, Tennnt expressly rejects
<br />Landlord's duiernhinatiun of die FMRR (unit ROFO Rent) for the applicable Lensed F'irsl Right Space, []'en Ilia FMRR (and ROM Rent) for such loused Final Right Space shall he deMillined in Accordance with Sc•I,edr le Jj". provided that il'the FMRR (gild ROFO RAM for tiny Leascd First
<br />Right Splice shall not be determined As of Um First WeIlL Cunnmencement Dune. to parties shall utilize l.tindloWs Submitted Ftvf rtlt (defiled below)
<br />u) da[ernnine the ROW Rent fur the Applicable Leascd First Right Space, and if TemmCs fiubmiued FMRR shall be ui011111 iy selected pursunnl tit)
<br />Jsl rVCMfr -1-
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<br />80A-185
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