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Schedule 11,1.2"
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<br />1 Orn . Subject to all of the terns and conditions of this Exhibit " " 'tenant shall have the right (the "Right of First Offer") to elect to
<br />lease any portion orthe First Right Space (defined below) that becomes Available fer Lease (defined below) at any time during the'fenn, The •'Fhxt
<br />Right Space" means Ally space on the seacnd (2"s) floor of the Building tint is not within the Premises. A portion grille First )tight Space shall be
<br />"Available For Lease" if. (a) Landlord receives ❑ Third Potty 01 (defined bolaw) with respect to such space, (b) such spnce is vacant or is
<br />scheduled to become vacant within six (6) Ismailia, and (0) each space IS not subject to any then existing expansion or renewal rights orally type tile[
<br />is or are act fortit in any lease affecting space in the Project, "A Third Party OI'ier" means any written all or proposal Pm- the )case craft or any
<br />portion ofthe First Right Space dint is do)iveled by Landlord to a third party, or (lint is Inceived by Landlord drum a third party, In either case, an
<br />terms [list are acceptable to Landlord (oxaluding may such offers or proposals that either: (i) relate to any expansion or renewal rights that are set
<br />forth In ally lease affecting space rn the Project that exists as cribs Eflkctive Date or (if) Ave For the renewal or oxtenehon omits lerin of ilto lease for
<br />any then existing tmraat of the applicable portion of tits First Right Space),
<br />Preceoura for Orrin- god Ateentimeo.
<br />11 Fisl Offer Nulfce, Subject to the terms and conditions of this Schedule 11J-21, if all or nay portion of tine First Right Space
<br />becomes Available for Lease, Landlord shall notify Tenant thereof In writing (the "First Offer Notice"). The Fist Offer Notice shall also: (a)
<br />describe (slid state Ile Rentable Area o(') the portion of the First Right Space that is then Available for Lease (the "Offered Fit -at Bight Spoce'h, (b)
<br />state the date (the "Orfered $pnee Scheduled Commencement )gate") upon which Landlord then believes the Offered First Right Space will be
<br />available for delivery to Tenant, (c) stile Landlord's determination of the economic tears (including the Base RACE, Base Year, Improvement
<br />Mannar, abated Real and other Rent Concessions defined below) on which Landlord is willing to lease the Offered Phil Right Space to Tenant
<br />(tie "Offered Terms"), And (d) suite that the expiration of Tenant's tease of the First Right Space shall be coterminous will% the leave thr this
<br />Premises, provided that; (1) Will shall be less than Live (5) yeas remaining in the Term as of the At the Offered Space Scheduled Conunoncontenl
<br />Dale for any Offered Pirat Right Space, die First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered
<br />First Right Spam is conditioned upon Tenant concurrently exercising as Extension Option (with it being understood and agreed Clint Tenant shall
<br />have no right under this Schedule 1-2" to lease tiny portion of the First Right Speca for which the Offered Space Scheduled Commencement Dote
<br />will occur during the Inst five (5) yens of the Term unless, (A) at such time, Tonnnt shall have on unexaroised Extension Option and (D) Tenant
<br />Shall, In is Tonnnt's Acceptance Notice, exercise such Extension Option.
<br />2,2 Tonant's Accentaince Notice. Tenant may exercise its right to lease the Offered First Right Space identified to any First Offer
<br />Notice only by delivering to Landlord, not more than ten (10) business days after Landlord's delivery urtho applicable First Offer Notice, written
<br />notice,("Tenmat's Aneeptanco MOW) stating that Tenant Accepts Landlord's utter la Icase the Offered First Right Space, If Tenant does not
<br />deliver Tenant's Amcptagm Notice to Landlord within five (5) bushwss flays after Landlord's delivery of any First Offer Notice, time being of rho
<br />essenca; then subject to Seotton23 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First light Space and,
<br />Landlord shall be free to lease the Offor(d First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental
<br />rates and apon such Iomts As Landlord iu Its sole discretion may desire.
<br />23 Landlord's Obligation to lic-Ofre•. Notwithstanding the foregoing, before leasing any Offered First Right Space to Ally other
<br />Parson or entity on economic terms tint are atom then tau percent 00%) more favorable (an as anmialivsd not siredive rent basis) than the Offered
<br />Terms specified !it the First Offer Notice, subject to all of the terms And cmidiflone of this Schedule `7-2", Landlord must ro-offer such Offered First
<br />Bight Space to'ronant on die more favorable economic forms by delivering anther First 011or Notice with respect to Stich apace In Accordance whit
<br />Section 2.1 of this Schedule ''14". And 'Tenant shall again have the right to elect to lease Such space by delivering a Tenant's ROM Acceptance
<br />Notice in accorcalme with ecti It l,).2N of this Schedule —"IV provided that Team[ shill have only five (5) business days eoor receipt or any
<br />Stich First Offbr Notice within which to deliver Its Tenant's Acceptance Notice with respoot m such Offered First (tight Spice that Is re -offered to
<br />Tcuant in accordance with this Suction 2.3,
<br />Term: lien[: Other Te•nis.
<br />3.1 IPTonnnl duly exercises its Right of First Offer in accordance with tiffs Schedule "J-2" with respect to Hay Offered first Right
<br />Splice that Is Identi lied in any First Of or Notice (Any Stich space "Leased First ltight Space"). then( (a) the lain artile lease a Stich leased First
<br />ltight Space shall commence upon the (Into (the "First Right Cc III Date") that LItMIIOd tenders to Tenant tie][very of possession of Such
<br />Lensed First Right Space, (b) the expiration of Tenant's lens of the Leased First. Right Space shall be colenninous with the termination All [.case
<br />Car the then existing Premises, (c) except no expressly provided to the eoldrnry in thin Schedule "I.2" , the r(ennining Warms ol'TemsuOs lease orsuch
<br />Leased First Right Space Shull be the terns and conditions or this Wad (provided then all provisions of Ilia Lease which vary based upon the
<br />Rentable Aran orthe Premises shall be adjusted to reflect the liddIton of the Leased First Right Space to the Premises) and (b) Landlord and Tenant
<br />shall reesonahiy promptly thereafter execute tin nnnendnsent to this Lease Rir such Leased First Right Space upon Lhc terms and cenditimhs as ,at forth
<br />in the First 01'ler Ntaim, subject to the provisions of this Schedule "J-2",
<br />3.2 ]'lie minnhly bnac tent payable by'renallL with respect to Any Leased First Right Space (the "ROFO Rant") shall continence on
<br />the Applicable Mral Rigbl Commencement DHte and Shall be equal to [he pro(luct nl`, (a) [he number of square )bet or Rentable Area contained In
<br />such lensed First Right Space and (b) the FMRR par such Loused First Right Space, ](fit fhc Applicable Accepance, Notice, 9'cnent expressly rejects
<br />Landlord's dctcruiimiti in of the FIbiRR (anti ROM Re tJ f'or the applloolik Lt"ahed First Right ,Space, than this FMRR (and R0170 Ron() do -such
<br />Leased First Right Spice shell he determined in accordance %vit'h Schedule ".L3". provideO tint if [he HVIRR (And ROFO Rent) Rir Any Loaned First
<br />flight Space shufl not be detcrndned os Arctic First Right Commencement Dole. Elie parties shall utilize Landlord's Submilted FMRR (defined below)
<br />to (101crndno the ROFO Bent fur [Ile applictdde Leased HES[ Right Space, and if Tenant's Submitted FMRR shall be uitinintcly selected pursuan to
<br />$01 IV UL-10 ('tou'rUr- Cfov af90ara vnra Leory J- IixhiUit J
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