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Schedule ".1-2" Risk of First Offer I Ci_nnt. Subject to all of the terms and conditions 0Flh is Exit Ili iI "J„ 'fen ant shall have die right (the °Right of First 0fro r") to elect to lease any portion of die First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Tenn. The "First Right Space" means any space on the second (2"s) floor of the Building dint is not within the Premises. A portion of the First Right Space shall be "Available For Lease" IF. (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (a) such space is not subject to any then existing expansion or renewal rights of any type that is or are set forth in any lease affecting space in the Project. "A Third Party Offer" metals any written offer or proposal For the lease of all or any 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 terns that are acceptable to Landlord (excluding any such offers or proposals that either: (i) relate to any expansion or renewal rights that are set Forth In any lease affecting space in die Project that exists as of die Effective Date or (11) are For the renewal or extension or the tern of the lease for any then existing tenant of ate applicable portion of the First Right Space). Procedure for Offer and Acceptance. 2.1 First Offer. Notice. Subject to the terms and conditions of this Schedule"J•2", if all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereof in writing (tie "First Offer Notice"). The First Offer Notice shall also: (a) describe (and state the Rentable Area of) the portion of the First Right Space that is then Available for Lease (he "Offered First Right Space"), (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 temps (including the Base Rent, Base Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (the "Offered Terms"), and (d) state that the expiration of Tenant's lease of the First Right Space shall be coterminous with the lease for the Premises, provided that: (i) if there shall be less tlhan five (5) yeas remaining in the Tana as of the at tie Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule "J-2" to lease any portion of the First Right Space for which die Offered Space Scheduled Commencement Date will occur during tine last 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 Tenant's Acceptance Notice. Tenant may exercise its right to lease tie Offered First Right Space identified hi 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 notice("Tenant's Acceptance Notice") stating that Tenant accepts Landlord's offer to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery or any First Offer Notice, time being of ilia essence, then subject to Section 2.3 below, Tenant's Right of First Offer shall no longer apply to Cite applicable Offered Fitst Right Space and, Landlord shall be free to lease the Offered First Right Space described in tie First Offer Notice to third parties selected by Landlord at such rental rates and upon such terns as Landlord in its sole discretion may desire. 2.3 Landlord's Oblieation to Re-Ofil Notwithstanding tie foregoing, before leasing any Offered First Right Space to any other person of entity on economic terms that nre more than ten percent (10°%) more favorable (on an annualized net effective rent basis) than the Offered Terms specified in the First Offer Notice, subject to all of the terms and conditions of this Schedule `1-2", Landlord must re -offer such Offered First Right Space to Tenant on the more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with Section 2.1 or UhiS Schedule "1-2" and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in accordance with Section 112(b) of this Schedule ".I-2" provided that Tenant shall have only five (5) business days Oiler receipt of tiny such Fhst Offer Notice within which to deliver its 'Tenant's Acceptance Notice with respect to such Offered First (tight Space that is re -offered to Tenant in accordance with this Section 2.3. Term: Rent: Other Perms. 11 Jr Tenant duly exercises its Right of First Offer in accordance with this Schedule'''J-2" with respect to any Offered First Right Space that is identified in any First Ofl'cr Notice (any such space "Leased First Right Space"). then: (a) the term orthe lease of such Leased First Right Space shall continence upon the date (the "First (tight Commencement Date") that Landlord tendets to Tenant delivery of possession ofsuch Leased First Right Space, (b) the expiration orTennn['s lease of the Leased First Right Space shall be coterminous with the termination of the Lease for the then existing Premises, (c) except as expressly provided to the contrary in this Schedule "J-2" , the remaining terns of-fenant's lease of such I -cased First Right Space shall be the terms and conditions of this Lease (provided that nil provisions of ilia Lease which vary based upon the Rentable Area of the Premises shall be adjusted to reflect the addition of the Leased First Right Space to the Premises) and (b) Landlord and Tenant shill reasonably promptly thereafter execute an nmendnenL to this Lease for such Leased First Right Space upon the terms and conditions as act lordh in the First Offer Notice. subject to die provisions orthis Schedule `.I 2" , 3.2 l'he monthly base rent payable by Tenant with respect to any Leased first Right Space (the "ROFO Rent") shall continence on the applicable First Right Commencement Date and shall be equal to the product of,: (a) the number or square ImL of Rentable Area contained in such Leased First Right Space and (b) the FNI RR for such Leused First Right Spice. If in the applicable Amepumco Notice, Tenant expressly rejects Landlord's determination of the FNIRR (and ROM Rent) for the applicable Leased First Right Space, then the FMRR (and R0170 Rent) for such Leased First Right Spncc shall be determined in accordance with Schedule • J-3". provided that if the FMRR (and ROFO Rent) for any Lensed First Right Space shall not be cleternined as orthe First Right Conmhencement Date. the parties shall utilize I.,andli rd's Submitted FMRR (defined below) to determine the ROFO Rent fur the applicable Leased First Right Space, and if Tenant's Suhmiucd FMRR shall be ultimmtcl-v selected pursuant to 801 f 01*1 Center Dr— Cigi nfSanm Ann Loose -3- P,.xhibil l