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EXHIBIT 1F
<br />Schedule 11,1.2"
<br />Right or First 0fro I
<br />( Grant Subject to ail of the lemis and conditions oft], is Exllbh `9" Tenant shall have lice right (the "Right or First Offer") to elect to
<br />lease any portion 017010 First Right Space (defined below) drat becomes Available for Lease (defined below) at any time during the Tenn, The "First
<br />Right Space" means any space on life second (2,d) floor of the Building that is not within the Promises. A portion of (he First Right Space shall be
<br />"Available For Lease" if. (a) Landlord receives a Third Fatty Offer (defined below) with respect to such space, (b) suo(t space is vacant or is
<br />scheduled to become vacant within six (6) months, and (e) such space is not subject to any then existing expansion or renewal rights of oily type that
<br />is or are set forth in any lease affecting space In tine Project. "A Third Party Orlor" means any written offer or proposal for ire [Paso of all or any
<br />portion of the First Right Spnee that is delivered by Landlord to a third party, or that is received by Landlord 6om a third party, in either case, on
<br />temas that are acceptable to Landlord (excluding any such offers or proposals that either; (1) relate to any expansion or renowal rights that are set
<br />forth In any lease affecting space In the Project that exists as of die Effective Data or (ii) are for the renewal or extension orthe tern of die lease for any then existing tenant of the appI lenbhc portion of the First Right Space).
<br />Pl•ocadilre for Offer And Accentanee,
<br />2,1 (first Offer Notice. Subject to die terms and conditions of this Schedule "J-21, if all or any portion of the First Right Space
<br />becomes Available for Lease, Landlord shall notify Tenant thereorin writing (Ole "First Offer Notice"). The First Offer Notice shall also: (a)
<br />describe (and state the Retoble Alva of) the portion of the First Right Space that is then Available for Lease (the "Offered First Right space,,), (b)
<br />We the date (the "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Orfered first Right Space will be
<br />available for delivery to Tenant, (c) state Landlord's determination of die economic tames (including the Base Rent, Base Year, Improvement
<br />Allowance, abated Rent and other Rent Concessions dallied below) on which Landlord is willing to lease the Offered First Right Space to Tenant
<br />(die "Offered Terms'), and (d) state that ilia expiation or Tenanes lease of the First Right Space shall be coterminous with the lease for the
<br />Promises, provided that: (i) If there shall be less than five (5) years remaining in tie Ten as of the at the Offered Space Scheduled Commencement
<br />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 Snell 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 Schedule `%2" to lease oily portion of the First Right Space for which the Offered Space Scheduled Commencement Date
<br />will occur during the last five (5) years or the Term unless, (A) at such lime, Tenant shall have an unexercised Extension Option and (B) Tenant
<br />shall, in its Tenant's Acceptance Notice, exercise such Extension Option.
<br />2.2 'L'ensat's Acceptance Notice. Tenant may exercise its right to lease tie Oftbred First Right Space identified fit my First Offer
<br />Notice only by delivering to landlord, not more thalh ten (10) business days after Laotllard's delivery or the applicable First Offer Notice, written
<br />notice ("TcuauFs Acceptance Nofi "') stating that Tenant accepts Landlord's rifler to lease the Offered First Right Space. If Tenant does not
<br />deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery orally First Offer Notice, time being of (lie
<br />essence; then subject to Section 2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First,Right Specs mid,
<br />Landlord shall be free to tease the Offered First Right Space described in die First Offer Notice to third parties selected by Landlord of such rental
<br />rates and upon such terms as Landlord it, its sole discretion may desire.
<br />23 I Audiar P2 Obl'"ation to l Off r, Notwithstanding die foregoing, before leasing any Offered First Right Space to ally other
<br />person or utility on economic terms that are mare then ten percent (10°%) more favorable (on an annualized net effective rent basis) that, die Offered
<br />Terms specified in the First Otter Notice, subject to all of the terms and conditions of this Schedule'12', Landlord most re -offer such Offered Fist
<br />Right Space to Tenant on tine more favorable economic terms by delivering another First Offer Notice with respect to suet space in nccordance with
<br />SIN211011 2 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
<br />Notice in accordance with Sepilot itl 12fb1 ortbis ScheduleI-2 "" provided that Tenant shall have only five (5) business days after reoeipt of tiny
<br />such First Offer Notice within which to deliver Its Tenant's Aecoptancc Notfae with respect to such Offered First (tight Space that is re -offered to
<br />Tenant in accordance with this Section 2. .
<br />Term• Reat; Other Terms.
<br />3.1 If Tenant duly exercises its Right ol'I'h•st Offer lit accordance with (his Schedule "1.2' with respect to any OFlcmd First Right
<br />Space that is Identified in may First O1711, Notice (any such space "Leased First Right Spline"). then; (I') the lent ol'llic lease of such leased First
<br />Right Space shall commence upon the date (tile "Pis( Right Canrnenecmea Dole") that Landlord tenders to Tenant delivery of possession ofsuch
<br />Leased First Right Space, (b) the expiration of Tenant's lease of die Leased First Right Spree shall be coterminous with the termination of the Lease
<br />for the then existing Promises, (c) except as expressly provided to (he Contrary in this Schedule • 1.2' , the retraining tens or Tenant's leme orsueh
<br />Lenscd First Right Space shall be the Emilia and conditions of this Lease (provided that all provisions of the Lease which vnry based upon the
<br />Rentable Aran of the Premises shall be ndjusmd to rullect the uddhiao ofthe Lenscd First Right Space to the Premises) and (b) Londlonl and Tenunt
<br />shall reasonably promptly dwreuRer execute an amendment to this Lapse rorsi ch Leased First Right Space open Elie terns old conditions as sot Ibrth
<br />in III FlrsI Offer Notice, subject (o the provisions m,1111s Schedule ".1.2"
<br />3.2 1'he monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO lien[') sit dI continence on
<br />Ibe upplicubfe First Right Con, rlien cmnlenl Date and shall be equal in the product ill': (a) the nuniher or Siloam, Ret at' Rentable Area comillned in
<br />such Leased First Right Space and (b) the FMRR ter such Lensed First ItighL Space. If In the uppIicnblo Acceptance Notice, Tenant expressly rejects
<br />Landlord's t1mmaiInalon of die FMRR (tin It ROFO Ran I) fir (he applicable LCIISCd First Right Space, (hen lie PMRit (and ROFO Rent) fur such
<br />Leased Fhsl Right Space shall he determined in accordance with Schedule •T 1 provided that if the FMRR (und 1i01'O Rena for tiny Loosed First
<br />Right Spnee shall not be dcicrmined us or First Right Cummalcanrem Dote. the pmrtics shall unities Landlord's Submitted FMRR (delined thelow)
<br />It) determine the ROrO limit for the applicable Loused First Right Space, und IfTemmt's fiuhnriucd FaiRR shall be ultinmrciy selected pursumu In
<br />8sl 11+Cinre Cearer Dr—Cf(r n/'Sama Aao 4ense •1- Iish Nir 1
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