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Schedule `1t.-2" 12ieht of First OfTer I Or_ant. Subject to all of the terms and conditions of this Exhibit "I", 'fell ant shall have the right (the "Right of 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 Term, The "First Right Space" means any space on the second (2nd) floor of the Building that is not within the Promises. A portion of the First Right Space shall be "Available Far Lease" it: (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 (G) months, and (c) such space is nut subject to any then existing expansion or renewal rights orally 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 craft 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 aro 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 tern of the (ease for any then existing tenant of the applicable portion of the First Right Space). Procedure for Offer and Accontance. 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 ([he "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 than Available for Lease (the "Offered First Right Space"), (b) store the date (tine "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 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 die Offered First Right Space to Tenant (the "Offered Torms"), and (d) state that the expiration of Tenant's lease of the First Right Space shall be coterminous with die lease for the Premises, provided that: (i) if there shall be less than five (5) years remaining in the Terni as ot'the at the Offered Space Scheduled Commencement Dale for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise o r 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 `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 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 the Offered Fist Right Space identified ill any First Offer Notice only by delivering to Landlord, not more than ten (10) business days atter Landlord's delivery or the applicable First Offer Notice, written Halite ("Tcunut's Acceptance Notice") stating that 'reliant accepts Landlord's offer to lease the Offered First Right Space. If Tenant does not deliver Tenant's Accepraace Notice to Landlord within five (5) business days after Landlord's delivery of any First Offer Notice, time being of the essence, titan subject to Section 2.3 below, ]client's Right of First Offer shall no longer apply to [lie 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 in its sole discretion may desh'e. 2.3 Landlord's Oblisation to Re -Ot't'er. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terms that are more him ten percent (10%) more favorable (on an annualized net effective rent basis) than the Offered 'terms specified fn the First Offer Notice, subject to all of the terms and conditions of this Schedule '9-2", Landlord must re -offer such Offered First Right Spree 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 orthis Schedule ".I-2" and l'enant shall again have the right to elect to [case such spice by delivering a Tenant's ROFR Acceptance Notice in accordance with Section 1.1.2(b) or this Schedule `t1-2" provided that Tenant shall hive only five (5) business days after receipt orally such First Offer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First Right Space that is re -offered to Tenant In accordance with this • ection 2.3. 'term: Rent: Other Terms. 3.1 If Tenant, duly exercises its flight of First OtTer in necortioncc with this Schedule "1-2" with respect to any Offered First Right Space that is identified in any First Offer Notice fully such space "Leased First Right Space"). then: (a) the term of the lease ol'such Leased First Right Space shell commence upon the date (the ` l irsi Right Commencement Date") that Landlord tenders to Tenant delivery of possession of such Leased First Right Space, (b) the aspiration of Tenan Cs lease of the Leased First Right Space shall be coterminous with the termination of the Lease fir the then existing Preniscs, (c) except as expressly provided to the contrary in this Schedule "1-2" , the remaining tennis of Tenan Cs lease of such Leased First Right Space shall be the terms and conditions of this L.egsc (provided that all provisions of the Lease which very based upon the 12ontablc Aran ol'the Premises shall be adjusted to reflect the addition of the Lensed First Right Space to the Premises) and (b) Landlord and Tenant shall reasonnbly promptly thereafler execute au ❑mendnicnt to this Lease for such Leased FPL Right Space upon the trams ted conditions as act forth in the First Offer Notice, subject to the provisions of this Schedule "M", 3.2 1lie monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent") shall commence on the applicable First Right Commencement Date and shall be equal to the product ol': (a) the nnmibCr of squire Iccl ul' Rentable Area contained in such Leased First Right Space and (b) die FMRR Por such Leased First Right Space, I fin the applicable Acceptance Notice, Tenant expressly rejects Landlord's do lerniinit[ ioa ot'[lie FMRR (and ROFO tient) lb i- the alip I imable Lensed Fh'sL Right Spacc. then Ilia 17MRR (and ROTO Reny fon• such Leased First Right Space shall be determined in accordance with Schedule ",1.3 provided [hut if the FMRR (and ROTO Rent) for tiny Leased Fist Right Space shall not be determined as often First Right Commencemerl Dote, tie parties slmll utilize I„andlord's Submittod FMRR (defined below) to determine Ole ROTO (lent fur the applicable Leased First Right Space, aid if I en!VICs Subnhitterl FMRR shall be ollinintely selected pwsunht to 801 IVC'lrir C'rnrcr Or•—Crib' nf.Snura Ann Lease n Exhibit .I