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EXHIBIT I
<br />Schedule d-2"
<br />Rishl of Firs,( OLrcr
<br />I EMI, Subject to ail of the ternis and conditions Of this xl ii E 1 11 „abl Tenant shell have the right (the "Right of First Oerm, to elect to
<br />t (ease any portion of die First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Tenn, The "Eliot Rig t Spacc"Orleans any space on the second (2nd) floor of the Building plat is not within the Prcmisos. A portion of the First Right Space shall be
<br />"Available Fla• Lease" If. (a) Lnudiord receives a Third Fatty Offer (darned below) Willi respect to such space, (b) such space is vacant or is
<br />scheduled to become vacant within six (6) months, and (a) such space is eat subject to oily (hell existing expansion or renewal rights orally type that
<br />is or arc set forth in shy lease affeeting space in the Project. "A Third Party Offs"' means an)' written offeror proposal for pie lease of all or any
<br />portion of the First Rigid Space that is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on leans that are acceptable to Landlord (excluding any such oilers or proposals that either; (i) relate to any expansion or renewal rights that are set
<br />forth in city lease affecting space in the Project that exists as of tie Effective pate or (if) are for the renewal or extension orthe lean of flits lease fir
<br />any (hell existing tenant of the applicable portion of the First Right Space),
<br />Prneedupa fat° OFfm' and Accontspeq,
<br />2,1 First Offer Notice. Subject to the (stills and conditions of this Sghedula "J-2' If all or any portion of the First Right Space becomes Available for Lease, Landlord shill notify Tenant thereof in writing (tile "First Offer Notice")° The First Offer Notice shall also: (a)
<br />desoribo (and state the Reelable Area on the portion of the First Right Space that is then Available far Lease (the "Offered First flight Spaco"), (b)
<br />state the date (the "Offered Space Scheduled Commencement Date") upon which Landlord (lien believes the Offered First Right Space will be
<br />available for delivery to 'tenant, (c) state Landlord's determination of die economic leans (including the Base Real, Base Year, Improvement
<br />Allowanco, abated Rent and other Rear 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 or Tenant's lease of the First Right Space shall be ootarm[nous with the lease for the
<br />Promises, provided that; (i) if there shall be less than five (5) years remaining in the Temr as Of the at [lie Oflbred Space Scheduled Commencement
<br />Date for any Offered First Right Space, the First offer Notice shall state that Tenant's exercise orits Right cf first Offer With respect to such Offered
<br />First Right Space is conditioned upon Tenant concurrently examising an Extension Option (with it being understood and agreed that Tenant shall
<br />have no right under this Schedule "1-2' to lease oily portion of the First Right Spnee for which the Offered Space Scheduled Commencement Dale
<br />will occur during the last five (5) years of the Term unless, (A) at 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 />22 'I'c alldlif Aceentancc Notice, Tenant may exercise its right to lease die Offered First Right Space identified but any First Offer
<br />Notice only by delivering to landlord, not more than ten (10) business days after Landlord's delivery or the applicsble First Offer Notice, Written
<br />notice ("Tenant's Acceptance Notice") stating that Tenant accepts Landlord's Prior to lease the Offered First Right Space, Ir Tenant does not
<br />deliver Tenant's Acceptance Notice to Landlord Within five (5) business days alter Landlord's delivery crony First offer Notice, time being of flue
<br />essence; then subject to ec lolon 23 belnw, Tenant's Right of First Otter shall no longer apply to the applicable Offered First ,Right Space and,
<br />Landlord shall be free to lease the Oficred First Right Space described in the Ping 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 />23 Landlord's Oblbatfon to Re-ORer Nolwithstanding flue foregoing, before loosing any Offered First Right Space to any other
<br />person p entity in economic Firsts terms brat , s more than ten percent (10%) more favorable (on an annualized oar effective rent basis) than die Offered
<br />Terms specified in the First Otter Nodes, subject to all oftie tern is and conditions of Iris Schedule "1.2", Landlord must re -offer such Offered First
<br />Right Space to Tenant on file more favorable economic lernis by delivering another First Offer Notice with respect to sttnh space in accordance with
<br />SeCO011 2.1 Of this Schedule 1-2" and Tenant shall again hnve the right to elect to lease such space by delivering a Tenant's ROM Acceptance
<br />Notice in accordance Willi Seoii, 1. 1.2(b) orthis Schedule "1-2" provided that Tenant shall have only five (5) business days after receipt of uny
<br />such First 01'1er Notice within which to deliver its Tenart's Acceptance Notice with respect to such Offered First !tight Space that is re -offered to
<br />Tenant in accordance with this Sictlan 2.3.
<br />'form• Rent; Other Terms.
<br />3,1 If Tenant duly exercises Its Right orPl-st Omer it, accordance with this Schedule "1.2" with respect to any OBcred First Right
<br />Space that is Identified in sty First Offer Notes (any such Splice "Leased First flight Spucu"), then; (a) 1110 term Ortha lease Of such leased First
<br />Right Spice shot[ commence upon the date (tile "First Right Commencement Date") that I.undlord tenders to Tenant delivery ofpogsession ofsuch
<br />Leased First Righ( Space, (b) tie expiration orTenant's lease of die Lensed First Right Spncc shell be coterminous with the termination critic lease
<br />for the then existing Prornlses, (c) except as expressly provided to tie conhmry in this Schedule ^J-2" , the remaining terms ol'TcrumVs lease ofsuch
<br />lensed First Right Space shall be the terns aid conditions orthis Lease (provued that all provisions or the Lease which vary breed upon tine
<br />Rentable Arse 0rilie premises shall be adjusted to reflect the addlUcia orthe Lensed First Right Splice (o the Premtses) and (b) Landlord and Tenant
<br />shall reasonably promptly thereafter execute nil amnndnient to this Lease air such (eased First Right Space upon the terms and eandidons as out firth
<br />in the First Oiler Notice, subject to the provisions orthis Sdtednle "J 1",
<br />3.2 The ntonthfy base rent payable by Tamall With respect to tiny Leased First Right Space (the "ROFO Rent") shall emtnnence on
<br />the applicable First I(Ight Comnnencentenl Date and shall be equal to the product on (a) the number or square Icct of ((enlable Aran contained tit
<br />such Lensed First Right Space and (b) ilia FMRR I'or such Lensed First Ill& Space. If In the Applicable Acceptance Notice, Tctuml expressly rejects
<br />Landlord's talurithundou of die FMRR (and ROFO Rent) fir the applleuhle Leased First, Right Space, then die FIVIRI( (and ROPO Rent) fur such
<br />United First Riglil Space shall he determined in o icordanac with Scl_ iudg a "1.3", provided that irdle FNIRR (und ROFO Rant) for any Lcnsod First
<br />Right Spnue shall not be determined as ofdm First Right Cununesicuntont Dote. the parties shall utilize Londturd's Submined Prvf r(Ii (defined below)
<br />to delernline the ROfO Rent for the applicable Lensed First RighL Space, und if Tenan'i Sulaulaud FMRR shall be ultimmeiy selected pursuant u)
<br />881 IVCPoir CknreeDr— 00, n/Snrern Arrrr Lease .1-
<br />Rxltihil 1
<br />80A-472
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