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EXHIBIT 1D i Schedule d-2" Rlehi orFirst 0 fol I Csn , Subject to all of the tends slid conditions orthis Exhibit "1„• Tenant shell have the right (the "Right of Fist Offer") to elect to lasso any portion oftlle First Right Speed (defined below) that becomes Available for Lease (defined below) at any time during the Tenn, The "First Right Splice" means oily space on the second (2"4) floor of the Building that is not within the Promises, A portion of the First Right Space shall be "Available Pat- Lease" If? (a) Landlord receives a Third Party Offer (deflned below) with respect to such apace, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (a) Such spnce is nat subject to any then existing expansion or renewal rights of any type that is or an, set forth io any lease affecting space In the Project. "A Third Party Offer" means any written offeror proposal for the lease of all or any pardon of the First Right Space tint is delivered by Landlord to a third party, or that is received by Landlord IFom a third party, In either case, an tennis that are acceptable to Landlord (excluding any such OrArs or proposals that either: (1) relate to any expansion or renewal rights that are act forth in any lease affecting space In the Project that exists as of lire EReative Dale or (11) are for the renewal or extension orthe term of One loose fir any then existing tenant of the applicable portion of the First Right Spam). Procadnre for• OFfa+'""a 4ccunfanec. 2A Fist Offer NatleC. Subject to the terms and conditions of this I)e�(g , if all or any portion of the First Right Space becomes describe (and stateeCie Rentable AreaLandlord of) tile shall portion of the First Right SpacTenant III elor in e that(ale is thenAvailablest forer rLane (the "OffeFirst nd Ri st Right Spacffer Notice shall e,'), (b) state the date (the "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (c) state Landlord's determination of die economic terns (including the Base Rent, Base Year, improvement Allowance, abated Rent and color Rent Concessions defined below) on which Landlord is willing to lease die Offered First Right Space to Tenant (die "Offered Terins"), and (d) state that Ilse axpintion of TCaMPe lease of the First Right Space Shall be coterminous with the lease for the Premises, provided that; (1) if there shall be less than five (5) years renmining in the Tam! as of the at Idle Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall slate that Tenant's exercise of its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising all Extension Option (with it being understood and agreed [hat Tenant shall have no right under this Schedule 111.2" to lease oily portion Of die First Right Space for which the Offered Space Scheduled Commencement Data will occur during the lost five (5) years of the Term unless, (A) At such time, Tenant shall have an unexercised Extension Option and (B)Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option, 2.2 Tmhanl's Accentance Notice. Tenant may exercise its right to lease One Offered First Right Space Identified In any First Offer Notice only by delivering to landlord, not more than ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written Aalice ("Tenant's Acceptance Notice") stating that 'Tenant accepts Landlord's tiller to lease the Ot'fered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery orany Most Offer Notice, time being of tle, essence; Ulan subject to Section 23 below, '1•eaant's Right of First Offer shall no longer. apply to the applicable Offered First •Right Space and, Landlord shall be free to lease the Offbrcd First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landbad it' its sale discretbn may desire. 23 Landlord's Obl'v R-Offer, Notwithstwuling th foregoing, befora leasing any Offered First Right Space to any other person or entity on econoirile terns that are more than ten percent (100A) more favorable (on an annualized net effective rent basis) than the Offered Terms Aped fled in the First OI4er Notice, subject to all of die terms and conditions of Oils Schedule 21.2, Landlord most re -offer such Offered Fist Right Space to Tenant on the more favorable economic terms by delivering Another First Offer Notice with respect to suah space in accordance with Smile" 2.1 of this Schedule "1.2" and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notion in accordance with Section 11.2(bl of this Scheth le ""1-2' provided that T'cnunl shall have only five (5) business days After receipt of any such First Offer Notice within which to deliver Its Talent's Acceptance Notice wtidi respect to such Offered First (tight Space that is re -offered to Tenant in accordance with this Section 2. . Term: (lent• Other Terns. 3.1 If Tennnt duly exercises its (Right orFirst Offer b, accordance with (his Schedule "j-2" with respect to nay Offered i'irst Right Space that is Identified in oily First Ofilr Notice (any such splice "Leased First flight Spacu"), then; (A) the tern of the lease of such leased Final Right Space shall commence upon tite (late (Ore "Fist flight Commencement pate") []lot Landlord tenders to Tenant delivery of possession ofsuch Leased First Right Space, (b) the expiration of Tenant's lease of die Loused First Right Space shall be coterminous with the tenniltation of the Lease for the then existing Premises, (c) except as expressly provided to (lie Contrary in this Schedule "Jd" , the rentaitring terms orTenant's lease orsuch Leased First (tight Space shall be the terns and conditions orlhis Loose (provided that nil provisions of the Lease which vary based upon tine Rentable Arco of[be Promises shall be Adjusted to Iullect the addition ordle Lensed First Right Splice Ie the Premises) and (b) Landlord and Tenant shall reasonably promptly diereuiter execute An amendment to this Lease forsuch Leased First Right Spree even the terns and conditions as act lurili In the First Oiler Nalice, subject m the provisions o rLhls &yudule "J 2" , 611thlY base le in the upplicuble First Itigin Conimanceneol Uateiand`shall belcaoalresi to Olevrndt et OP (0)Vim tile run Right or squarece (the factlof Rentable shall Aran enlnilinhned in such Lensed First Right Space and (b) tho FMRR I'or such Lensed First Right Spice. If In the Applicable Acceptance Notice, T'ennn[ expressly rejects Landlord's dcterminmiun of the FNIRR (and ROM Rent) lbr tho applicahle Lensed First Main Spam. Ihen [he FNIRR (and ROPO Rent) fur such Leased First Right Splice shall he duarnhinud in accordance With Schedule "J•X' provided thin !]'tile FMRR load ROfrO Bert) for any Leased first Right Simm shall not be determined as orthe First Right Commencement Dune, the parties shall utilize Unidlord's Subtniited FMRR (delned below) un dotm•niine the ROM Ronnt For the Applicable Leuscd First Right Space, end irT'enunPs Suhnriltcd FNIRR shall be uitinhmeiy selected prsunnt to Sol lYC1nlr CeumrOr—Ci¢ n/'.Yr+mn arrn Leru'e ,1- I- hlbil I 80A-377