|
EXHIBIT 1C
<br />Schedule d-2"
<br />Right Or ONE OftoI
<br />I O •an Subject to all of the terms slid conditions Of this Exhibit 9" Tenant shall have the right (tile "Right of First Ofror") to elect to
<br />loose any portion of the First Right Space (defined below) That becomes Available for Lease (defined below) at any time during the Tenn, The "First
<br />Right Splice" means any space on the second (2nd) floor Of the Building dint is not within the Promises, A portion of the First Right Space shell be "Available Per Lease" It. (a) Landlord receives a Third Party Offer (donned below) with respect to such space, (b) such space is vacant Or is
<br />scheduled to become vsesnt within six (6) months, and (0) such space is not subject to any then existing expansion or renewal rights orally type that
<br />I
<br />s or are set forth in ally lease affecting space In the Project. "A Third Flirty Offer" means any written All proposal for fine (ease of all or any
<br />Portion of the First Right Space that Is delivered by Landlord to a third party, or that Is received by Landlord from a third party, In either case, on
<br />temps that are acceptable to Landlord (excluding any such offers or proposnis that either: (1) relate to any expansion or renewal rights that are set
<br />forth In any lease affecting space is the Project that exists a$ of the Effective Date or (it) are for the renewal er extension orthe Tenn of the Jesse for
<br />any then existing tenant of the applicable portion of the First Right Space),
<br />Prncedare for Offer, and Accentoner,
<br />2A Eim Offer Nattec, Subject to the terms and conditions of this Schedule "1.21, if all or any portion of the First Right Space
<br />becomes Available for Lease, Landlord shall notify Tenant thereorin waiting (the "First Offer Notice"), The First Offer Notice shall also: (a)
<br />describe (and state the Rentable Area of) the Portion ofthe First Right Space that is then Available for Lease (the "Offered First (tight Space, ), (b)
<br />state the date (the "Offered Space Scheduled Commencement Date") upon whlch Landlord then believes the Offered First Right Space will be
<br />available for delivery to Tenant, (c) state Landlord's determination of the economic torahs (including the Base Rent, Base Year, Improvement
<br />Alluwance, obatod Rent slid other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant
<br />(die "Offered Terms'), and (d) state that the expiration ol'Tenant's lease of the First Right Space shall be coterminous with the lease for the
<br />Premises, provided that: (i) If there shall be less than five (5) years remaining in the Term as of the at the Offered Space Scheduled Commencement
<br />Date for any Offered First Right Space, the First Offer Notice shall state dint. Tenant's exercise of its Right of First 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 Scledule `7-]" to lease any patron of gha First Right Space for which the Offered Space Scheduled Commencement Date
<br />will occur during the last five (5) years of the Term unless, (A) fit such time, Tenant shall have an unexereised Extension Option and (B) Tenant
<br />shall, in its Tenant's Acceptance Notice, exercise such Extension Option,
<br />2.2 'fen mrl's Accentnnc • IVo. tic -, Tenant may exercise Its right to lease Cie Offered Fist Right Space identified hi Any First Offer Notice only by delivering to landlord, not more that ten (10) business days after Landlord's delivery of the applicable FINE Offer Notice, wvrinen
<br />notice ("Tenant's Acceptance Notice') stating that 'Tenant accepts Landlord's offer to lease the Offered First Right Space. Ir Tenant does not
<br />deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery or any First Offer Notice, time being of the
<br />essence; than subject to Section 2.3 6ehow, 'Peasant's Right of First Offer shall no longer apply to the applicable Offered First.Right Space slid,
<br />Landlord shall be free to tease the Offered First Right 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 .i.andlnnl's Obl'varion to Rc- rf r, Notwithstanding die foregoing, before leasing any Offered First Right Space to any other
<br />person or entity on economic terns that me more than ton percent (10%) more favorable (on an annualized net erfectivo rent basis) that, the Offered
<br />Terms specified in like First offer Notice, subject to all of the temps and conditions of Ellis Schedule 111.21 , Landlord must re -offer such Offered Fist
<br />Right Splice to Tenant on the more favorable economic terms by delivering Another fist Offer Notice with respect to such space in accordance with
<br />Section 2 or this Schedule "f•2", and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance
<br />Notice in accordance with Section I 1 2fb1 or this Schedule "1-2" provided that Tenant shall have only Five (5) business days after receipt of any
<br />such First Offer Notice within whrclh to deliver its Tenant's Acceptance Notice wit, respect to such Offered First (tight Space that is re -offered to
<br />Tenant in accordance with this Section 23.
<br />'form• Rent• Olhcr Tents.
<br />3.1 If Tennnl duly exercises its Right of•First Offer fit Accordance with (his Schedule "J-2" with respect to any 011brcd First Right
<br />Splice that is ItlQm ftcd in may First Offer Notice (say such splice "Lensed First Right Space")- then: (a) the tam' of the lease Orsuch lensed First
<br />Right Space shall commence upon die (Into (die "First Right Commencement Data") that Landlord lenders to Tenant delivery of possossion crouch
<br />Leased First Right Space, (b) the expiation of Tenant's lease ordw Leased First Right Space shall be coterminous with the termination of the Lease
<br />for the then existing Premises, (c) except as expressly provided to the contrary In [his Schedule "J-2', the remaining terns orTernnCs lease orsuch
<br />Lensed First Right Space shall be the terns and conditions of this Lease (provided that nth provisions Of the Lease which vary based upon the
<br />1lcutnble Aren of[he Premises shall he adjusted to Pulled tile udditien of the Lensed First Right Space to the Promises) and (b) Landlord And Tenant
<br />shall reasonably promptly thereafter execute An amendment to this Lease for such Leased First Right Splice upon the terms and conditions as set firth In the Hall Offer Notice, subject to the provisions orthis Schedule "J.2",
<br />3.2 the monthly base rent payable by Tenant With respect to tiny Leased First Riglu Space (the "ROFO Ren(") shall emrunenec on the applicable First Right Conusence heal Date and shall be equal to the product on (a) the number or syuarc fact of RtailnMe Aran coninined in
<br />such Lensed First Right Space And (b) file FMRR I'or sue, Lensed First Right Space. Iris the Applicable Acceptance Notice, 1'ennnl expressly rejects
<br />Landlord's decrnhinatluu or the FMIER (end ROM Rent) Iiir tine uppfivahla Loosed First, Right Space, than [he FMRR (and ROFO Rent) fur such Leased FINE Right Spnee shall be determined in accordance Mill 'ehud e',l. y provided that ii'lhe FMRR (and ROF'O RCA[) for tiny Loosed First
<br />Right Space shall not bo dc[crntlned es orthc First Right Commencement Data. the parties shall utilize Londlord's Submitted Flvfrilt (delined below)
<br />uh determine the ROrO Rent fur the nppiicahie Leuscd First Right Space. and If Tenam['s Submitted FMRR shall be ultimately selected pursunnt to
<br />8111 sVChve CeluerOr- 001glvama Analteusv
<br />•J-
<br />limhliir 1
<br />80A-283
<br />
|