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EXHIBIT 1A
<br />i
<br />Schedule",Ml
<br />Right of First Offer
<br />I O •nil , Subject to all of the terms and conditions Ofthis Exhibit'T' Tenant shall have the right (tile "Rigbt of First Offer,) to elect to
<br />lease oily portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Term, The •`Fast
<br />Right Space" means any space on the Second (2°d) floor of the Building dint is not within the Premises. A portion of the First Right Space shall be
<br />"Available Far Lease" (h (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such 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 any type that
<br />is or are set forth in oily lease affecting space In the Project. "A Third Forty Offer" means any written offeror proposal for the tease it atl 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, e e oraher case, on
<br />terms that arc acceptable to Landlord (excluding any such olArs or proposals that either: (i) relate to any expansion or renewal rights that are set
<br />forth In any lease affecting space In the Project that exists as of die EReelive Date Or (if) are for the renewal or extension of the Tenn of Ilth (ease for
<br />any then existing tenant cribs applicable portion of the First Right Space).
<br />PrecOduro for Ofltr aad Atcantanea.
<br />2,1 Hirst Offer Notice. Subject to tine lemis and conditions of this Schedule "J-21, if all or any portion of the First Right Space
<br />becomes Available for Lease, Landlord shall not* Tenant thereof in writing (ale "First Offer Notice"). The First Offer Notice shall also: (a)
<br />describe (and state the Rentable Area ol) the portion of the First Right Space that is diem Available for Lease (the "Offered First flight Space,,), (b)
<br />state the date (Ilia "Offered Space Scheduled Commencemcnt 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 teens (including the Base Rent, Boso Year, Improvement
<br />Allowance, abated Rent said other Rent Concessions defined below) on which Landlord is willing to lease die Offered First Right Space to Tenant
<br />(the "Offered Terms"), and (d) state that the exPaldlOn of Tenant's tease of the First Right Space shall be coterminous will% the lease for the
<br />Premises, provided that; (I) If there shall be less than five (5) years remaining in tale Tern' as of the at Ilse Offered Space Scheduled Conunencentenl
<br />Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of Fh•st 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 Schedule' 1.2" to lease any portion of dce Fist Right Space for which the Offered Space Scheduled Commencement Date
<br />willOccurduring Ilia last five (5) years of the Term unless, (A) at such time, Tenant shall have an unexerelsed Extension Option end (B) Tenant
<br />shall, in its Tenant's Acceptance Notice, exercise such Extension Option,
<br />2.2 •fenanl's AccJltnuce Notice, Tenant may exercise its right to lease die Offbred First Right Space identified hi any First Offer
<br />Notice only by delivering to Landlord, not more film) ten (10) business days after Landlord's delivery of the applicable Fist Offer Notice, mitten
<br />notice ("Tmrald's Acceptanco No(iec") stating that Tenant accepts Landlord's offer to lease the Offered First Right Space. ICTenant does not
<br />deliver Tenant's Acceptance Notice to Landlord within five (5) business days Slier Landlord's delivery orally First Offer Notice, time being of the
<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 Space arid,
<br />Landlord shall be flea to lease the Offered First Right Space described in die First Offer Notice to third parties selected by Landlord at such rental
<br />rates and upon such terms as Landlord ill its sale discretlan may desire.
<br />2.3 Landlord's 041'ea1ipn to Re -Offer, Notwithstanding die foregoing, before leasing any Offered First Right Space to any other
<br />person or entity on econanlc terms drat are more than ten percent (10°°/n) more favorable (on an annualized net effective rent basis) than the OlTered
<br />Terms specified in the First Offer Notice, subject 10 all of die terms and conditions of this Schedule 91, Landlord must I's-Offer such Offered Fist
<br />Rigln space to Tenant on file more favorable economic terms by delivering another First Offer Notice with respect to such apace in accordance with
<br />edin t 2.1 of this Schedule "1.2" and Tenon shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance
<br />Notice in accordnnce with Section I f 2(M of this Schedule " f-1" provided that Tenant shall have only five (5) business days after receipt crony
<br />such First Offer Notice within which to deliver its Tenant's Acceptance Notice will, respect to such Offered First (tight Space that is re-offbred to
<br />Tenant in accordance with this Section 2. .
<br />Term: (tent; Other Terms.
<br />3.1 IrTannnl duly exercises its Right ol•First Omer h, accordance wid, this Schedule'24' with respect to any 011bred first Right
<br />Space that is Identified in May First Oflbr Notice (any such space "Leased First flight Space). then: (a) the term of the lease orsuch leased First
<br />Right Space Stiff 1I commence upon the (late (Ile "97I1si 121911t Commencement Date") that Landlord tenders to Tenant delivery ut'possmsion ofauch
<br />Leased First Right Space, (b) tide expiration of Tenant's lease ofdhe Lensed First Right Space shall be coterminous with the termination ofthe Lease
<br />I'or the then existing Premises, (c) except as expressly provided to Ilia canonry in this Schedule "J-2", the remaining terms orTenonl's lease afsuch
<br />Lensed First Right Space shall be the terms and conditions of this Lease (provided that all provisions of the Lease which vnry based upon the
<br />Rentable Aran ot'the Promises shall be adjusted to reflect the (Idditioo of the Lensed First Rigid Space to the Premises) and (b) Landlord and Tenant
<br />shall reasonably promptly thercaller execute nil amendment to this Lease for such teased first Right Space upon [lie terms and conditions as sot forth
<br />in the First Oifel• Notice, Subjwl to the provisions of this Scheduie'•b2" ,
<br />3.2 The n6nthly base ran payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent") shall commence on
<br />the upplieuble First Widit Commencement Date Mild shall be equal In the product On (a) the number or square, iccl or Rentable Arun conluined in
<br />such Lensed First Right Space Mild (b) Ilea rNiRR I'or such Lensed First [tight Space. If In tine applicable Acceptance Notice, 1'ennnt expressly rejects
<br />Landlord's deiernnlnution of die FMRR (land ROFO Rent) li,r the applfeahla Leased First Right Space, then Ilia FMRR (and ROPO Rent) air such
<br />Leased First Right Spume shall he deamidned in accordance with Schad rla •7.3". provided tool if the FMRR (unit ROFO Bent) for any Leased First
<br />Right Space shall not be determined us of ire First Right Clinunell cement Duna. Ilia parties shall utilize 1.,undlord's .Submitted FM lilt (defined below)
<br />ur doWrilline the ROFO Rent fur the Mppiicnble Lensed Fitt Right Space• and if TemmPs suhmiuud FMRR shall be eldnmtefy selected parsumn to
<br />Val 14'CJntr C�gnrr[)r—Cf¢� n/Saran Harr Lnnxr ,J.
<br />P.xltihir J
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