ORANGE, COUNTY OF SOCIAL SERVICES AGENCY (2)

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Schedule ".1.2" Right of First Offer I ran . Subject to all of the terms and conditions of this Exhibit `J" Tenant shall have the right (the "Right or First Offer") to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Tenn. The "Fist Right Space" means any space on the second (2"s) floor of tie Building Thal 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 crony type that is or are set forth in any lease affecting space in the Project. "A Third Party Offer" means any written offer or proposal for the lease ar all or any portion of the First Right Space that is delivered by Landlord to a third party, or that is received by Landlord thorn a third party, in either case, on tern 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 the Project that exists as of the Effective Date or (if) are for the renewal or extension of the term of the lease for any then existing tenant of the 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 (the "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 (the "Offered First Right Spam"), (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, (a) state Landlord's determination of the economic terms (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 (die "Offered Torms"), and (d) slate 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 than five (5) years remaining in the Teri as orthe at the Offered Space Scheduled Commencement Dale for any Offered First Right Space, the First Offer Notice shall slate that Tenant's exercise orits Right orFirst 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 `1.2' to lease any portion of the First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years or 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 the Offered First Right Space identified in any First Offer Notice only by delivering to Landlord, not more than ten (10) business days oiler Landlord's delivery of tie applicable First Offer Notice, written notice ("Tenant's Acceptance Notice") stating that Tenant accepts Landlord's oiler 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 of any First Offer Notice, time being of the 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 and, Landlord shall be free to lease the Offered First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord fit its sole discretion may desire. 2.3 i.endlord's Oblieation to Re -Offer. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terns that ere mom than ten percent (100%) more favorable (on an annualized not effective rent basis) than the Offered Terms specified in the First Offer Notice, subject to all of the terms and conditions of tits Schedule "1.2 Landlord must re -offer such Offered Fh•st 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 of this Schedule "1-2". and Tenant shall again have the right to elect to Icau such space by delivering a Tenant's ROM Acceptance Notice in accordance with Section 1,1 2fb1 or this Schedule'?-2" provided that Tenant shall have only rive (5) business days after receipt of any such First ORer 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 Terms. 3.1 I t'Tenant duly exercises its Right of First Offer in accordance with this Schedule "1-2" with respect to any Oflbred First Right Space that is identified in any First Offer Notice (any such space "Leased First Right Space"). lien: (a) the term of the lease of such Leased First Right Space shall commence upon the date (die "First Right Commencement Date") that Landlord tenders to Tenant delivery of possession ofsuch Leased First Right Space, (b) the expiration orTenant's lease of die Leased First Right Space shall be coterminous with the teriination of die Lease I'or the then existing Premises, (c) except as expressly provided to the contrary in this Schedule •'J-2" , die remaining terns of Tenant's lease crouch Leased First Right Space shall be the teens and conditions of this Lense (provided that air provisions of the Lease which vary baud upon the Rentable Area orthe Premises shall be adjusted to rellect the addition orthe Lensed First Right Space to the Premises) and (b) Landlord and Tenant shall reasonably promptly therealler execute arm amendment to this Lease for such leased First Right Space upon the terns and conditions as set lbrlh in the First Offer Notice, subject to the provisions orthis Schedule 1.2". 3.2 The monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent") shall commence on the upplicable First ]tight Commencement Date and shall be equal to the product ol': (a) the atmhber of squaw feet of Rentable Area contained in such Leased First Right Space and (b) the FNIRR for such Leased First Right Space. I f in the applicable Acceptance Notice, Tenant expressly rejects Landlord's deletnhinatiun of the FNIRR (and ROFO (tent) for the applicable Leased First ]tight Space, then the FMRR (and ROFO Rent) for such Leased First Right Space Shull he determined in accordance with Schedule 1-3 provided that if the FMRR (and ROF'0 Real) For any Leased First Right Spree shalt not be determined as or the First Right Comnitaima cent Dole, the panics shall kill Ilze Landlord's Submined FM RIt (defined below) to determine the ROFO Item for the applicable Lensed First Right Space, und if Tcnunl's Submitted FMRR shall be ult immcly selected pmsunnt m 801 )r•Cmfe center Dr -not ofSama: inn Leare •3- Exhibit )