Common use of Procedure for Acceptance Clause in Contracts

Procedure for Acceptance. On or before the date which is ten (10) days after Tenant’s receipt of Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon the terms set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires.

Procedure for Acceptance. On or before If Tenant wishes to exercise ▇▇▇▇▇▇’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within five (105) business days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within ninety (90) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice; Notice (ii) refuse as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to lease Tenant offering such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object space to the terms set forth in the First Office Notice, which Landlord and Tenant on such reduced terms. Tenant shall have ten respond to any such “re-offer” within five (105) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion after delivery of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires“re-offer” notice.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten space described in the First Offer Notice, then within five (105) business days after of Tenant’s receipt of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (the “Tenant’s Election First Offer Exercise Notice”) pursuant to which Tenant shall have the one-time Landlord of Tenant’s election to exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth contained in such notice, and upon, and concurrent with, such exercise, Tenant may, at its option, object to the First Offer Rent contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified , in which case the First Offer Notice; (iii) lease parties shall follow the entire First Offer Space upon procedure, and the base monthly rentOption Rent shall be determined, but object to the terms as set forth in the First Office NoticeSection 2.4, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionbelow. If Tenant does not respond so deliver the First Offer Exercise Notice to Landlord within such five (5) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is space described in a First Offer Notice, then within ten (10) days after Tenant’s receipt following delivery of Landlord’s such First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”intention to exercise its right of first offer with respect to the entire space described in such First Offer Notice on the terms contained therein. If Tenant does not notify Landlord within the ten (10) pursuant day period set forth above, then Landlord shall be free to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon the terms set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresdesires on materially the same net-effective economic terms and materially the same fundamental non-economic terms as set forth in the First Offer Notice. In the event Landlord wishes to proceed with a lease to a third-party where the net-effective economic terms or fundamental non-economic terms are not materially the same as those set forth in the First Offer Notice, Tenant’s rights to such First Offer Space under this Section 1.5 shall renew, in which case the provisions of this Section 1.5 shall again be effective and Landlord shall again offer such First Offer Space to the Tenant pursuant to the terms hereof (and Tenant shall again have ten (10) days within which to respond). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before If Tenant wishes to exercise the date which is Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“Tenant’s Election First Offer Exercise Notice”) pursuant to which Tenant shall have Landlord of Tenant’s exercise of the one-time right Right of First Offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms contained in such notice, provided that (i) if the First Offer Commencement Date (defined below) is anticipated by Landlord to occur prior to the first anniversary of the Lease Commencement Date (the “One Year Period”), then the First Offer Rent shall be as set forth in Section 1.2.4.1, below, and (ii) after the One Year Period, Tenant may, upon and concurrent with such exercise, object to the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth Rent contained in the First Office Notice, in which Landlord case the parties shall follow the procedure, and Tenant the First Offer Rent shall have ten be determined, as set forth in Section 1.2.4, below (10) days to agree upon in their sole and absolute discretion“Tenant’s First Offer Arbitration Right”). If Tenant does not respond so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desiresdesires (any lease of such space to a third party shall be referred to herein as an “Intervening Lease”). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise the Right of First Offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before the date which is ten five (105) business days after Tenant’s receipt of Landlord’s First Offer Refusal Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect either to: (i) lease the entire First Offer Refusal Space described in the First Offer Refusal Notice upon the terms set forth in the First Offer Refusal Notice; or (ii) refuse to lease such First Offer Refusal Space identified in the First Offer Refusal Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Refusal Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Refusal Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) aboveRefusal Space, then Tenant’s First Offer Refusal Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Refusal Space to anyone to whom Landlord desires on any terms Landlord desires.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten First Offer Space described in the First Offer Notice, then within seven (107) days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant irrevocable exercise of its right of first offer with respect to which Tenant shall have all of the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such seven (7) day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within one hundred eighty (180) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this Section 1.3, provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice; Notice (ii) refuse as determined on a net effective basis), Landlord shall first deliver any other First Officer Notice to lease Tenant offering such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object space to the terms set forth in the First Office Notice, which Landlord and Tenant on such reduced terms. Tenant shall have ten respond to any such “re-offer” within five (105) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion after delivery of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires“re-offer” notice.

Procedure for Acceptance. On or before If Tenant wishes to exercise its right of first offer with respect to the date which is space described in a First Offer Notice, then within ten (10) days after Tenant’s receipt Business Days of Landlord’s delivery of such First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to describing the terms upon which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space described in the First Offer Notice upon the terms set forth in the First Offer Notice; (ii) refuse is willing to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to timely exercises its right of first offer as set forth herein, Landlord and Tenant shall, within ten (10) Business Days after Landlord's receipt of Tenant's notice, meet and discuss, in good faith, the lease of the First Offer Space or (the parties are unable "First Offer Meeting"). If Landlord and Tenant do not reach agreement as to agree to mutually acceptable the material economic terms pursuant to subpart of the lease of the First Offer Space within ten (iii10) aboveBusiness Days after the First Offer Meeting, then Tenant’s First Offer Right set forth Landlord, in this Addendum One its sole and absolute discretion, shall terminate and Landlord shall thereafter have the right to terminate negotiations with Tenant and to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms that Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of first offer with respect to any space described in a First Offer Notice, or if Tenant fails to respond to a First Offer Notice within ten (10) Business Days of delivery thereof, then Tenant's right of first offer as set forth in this Article 30 shall terminate as to all of the space described in such First Offer Notice.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant's right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“the "First Offer Exercise Notice") of Tenant’s Election Notice”) pursuant 's election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionnotice. If Tenant does not respond so notify Landlord within such ten (10) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. Notwithstanding anything to the contrary, in connection with any First Offer Notice where the "First Offer Commencement Date," as that term is defined in Section 1.3.5 below, is anticipated by Landlord to occur on a date when less than two (2) full calendar years remain in the Lease Term, Tenant shall have no right to exercise its right under this Section 1.3, unless, and to the extent, Tenant, concurrently and timely delivers the "Exercise Notice," as that term is defined in Section 2.2.3 below, electing to extend the initial Lease Term, pursuant to Section 2.2.3 below.

Procedure for Acceptance. On or before the date which is ten (10) days after Tenant’s receipt of Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect either to: (i) lease expand the Leased Premises to include the entire First Offer Space described in the First Offer Notice upon the same rental rate then in effect hereunder and the same other terms set forth as in the First Offer NoticeLease (with the Base Monthly Rent and Tenant’s Allocated Share increased proportionately based on the square footage increase of the Leased Premises); or (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) aboveSpace, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten space described in the First Offer Notice, then within fifteen (1015) days after Tenant’s receipt delivery of Landlord’s a particular First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space any specific portion of space as described in the First Offer Notice upon on the terms contained in such notice. In the event that, concurrently with Tenant’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the First Offer Rent set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in , the First Offer Notice; (iii) lease Rent shall be determined in accordance with the entire First Offer Space upon the base monthly rent, but object to the terms procedures set forth in Section 2.2.2 of this Office Lease (as amended by Section 8 of the Sixth Amendment to Office Lease); otherwise, the First Office Offer Rent shall be as set forth in Landlord’s First Offer Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond so notify Landlord within the fifteen (15) day period of Tenant’s exercise of its first offer right, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires, for a period of one hundred eighty (180) days commencing upon the expiration of the fifteen (15) day period, after which time Tenant’s rights to such space under this Section 1.6 shall renew.”

Procedure for Acceptance. On or before the date which is ten five (105) days after Tenant’s receipt of any Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect either to: (i) lease expand the Subleased Premises to include the entire First Offer Space described in the First Offer Notice upon the terms set forth Terms specified in the Landlord’s First Offer NoticeNotice and otherwise on all the terms and conditions of the Sublease; or (ii) refuse to lease sublease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease sublease the First Offer Space. If Tenant elects refuses (or is deemed to have elected not refused) to lease the First Offer Space or within the parties are unable to agree to mutually acceptable terms pursuant to subpart five (iii5) day period set forth above, then Tenant’s Landlord shall be free to lease the First Offer Space to a third party. The Right set forth in this Addendum One of First Offer granted herein shall terminate and as to a particular First Offer Space upon the failure by Tenant to exercise its Right of First Offer with respect to such Offer Space as offered by Landlord but shall thereafter have the right to lease remain in effect for any subsequent availability of all or any portion of such the remaining First Offer Space; provided, however, that if after Tenant’s failure to exercise the Right of First Offer as to a particular First Offer Space Landlord leases such space, then upon the expiration of the term of such lease Tenant’s Right of First Offer shall again apply to anyone such space other than with respect to any renewal or extension with the tenant to whom Landlord desires on any terms Landlord desiresleases such space after Tenant’s initial or previous failure to exercise the Right of First Offer.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant's rights set forth in this Section 1.2 with respect to the date which is space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt delivery of Landlord’s the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“the "First Offer Exercise Notice") of Tenant’s Election Notice”) pursuant 's election to which Tenant shall have the one-time right to elect to: (i) lease the entire such First Offer Space on the terms contained in the First Offer Notice. If Tenant does not exercise its right to lease the First Offer Space within the ten (10) business day period, then Landlord shall be free to lease the space described in the First Offer Notice upon the terms set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires, provided that, prior to leasing such space on terms that are more than five percent (5%) more favorable to the tenant, on a net economic present value basis, than the terms set forth in the First Offer Notice, Landlord shall first re-offer such space to Tenant on such reduced terms. Tenant's Right of First Offer under this Section 1.2 shall be subject and subordinate to any renewal or expansion rights granted in any such lease of the First Offer Space to a third party (an "Interim Lease"). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Right of First Offer, if at all, with respect to all of the First Offer Space as offered by Landlord, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before the date which is ten three (103) business days after Tenant’s receipt of Landlord’s First Offer Refusal Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the one-time right to elect either to: (i) lease the entire First Offer Refusal Space described in the First Offer Refusal Notice upon the terms set forth in the First Offer Refusal Notice; or (ii) refuse to lease such First Offer Refusal Space identified in the First Offer Refusal Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond in writing to Landlord’s First Offer Refusal Notice by the Election DateDate or wishes to modify the terms set forth in the First Refusal Notice, Tenant shall be deemed to have elected not to lease the First Offer Refusal Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) aboveRefusal Space, then Tenant’s First Offer Refusal Right set forth in this Addendum One Rider 2 shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Refusal Space to anyone to whom Landlord desires on any terms Landlord desires.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is ten space described in the First Offer Notice, then within fifteen (1015) days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant intention to which Tenant shall have exercise its right of first offer with respect to all or any portion Of the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms contained in such notice. In the event that, concurrently with Tenant’s exercise of the first offer right, Tenant notifies Landlord that it does not accept the First Offer Rent set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in , the First Offer Notice; (iii) lease Rent shall be determined in accordance with the entire First Offer Space upon the base monthly rent, but object to the terms procedures set forth in Section 2.2.2 of this Lease; otherwise, the First Office Offer Rent shall be as set forth in Landlord’s First Offer Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond so notify Landlord within the fifteen (15) day period of Tenant’s exercise of its first offer right, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires, for a period of one hundred eighty (180) days commencing upon the expiration of the fifteen (15) day period, after which time, Tenant’s rights to such space under this Section 1.6 shall renew.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionnotice. If Tenant does not respond so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires, provided that, prior to entering into a lease of such space on material economic terms that are more than 3% more favorable to the tenant than the Base Rent set forth in the First Offer Notice, Landlord shall first deliver another First Offer Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any such “re-offer” within five (5) business days after delivery of such “re-offer” notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. The First Offer Space shall be leased by Tenant on all of the terms and conditions of this Lease except as set forth in the First Offer Notice and this Section 1.3.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant's right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant 's election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice on the terms contained in such notice. If Tenant elects to exercise the right of first offer, such space shall be leased upon the terms set forth and conditions contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space first offer notice, and otherwise upon the base monthly rent, but object to all of the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionconditions of this Lease. If Tenant does not respond so notify Landlord within the ten (10) day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided that, if Landlord desires to lease the space described in the First Offer Notice to a third party for a net effective rent per square foot that is less than 95% of the rent set forth in the First Offer Notice, or fails to enter into a lease upon such terms within six (6) months of the First Offer Notice, then Tenant’s first offer right under this Lease shall revive and Landlord shall comply with the requirements of this Section 1.3 before leasing such space to any third party. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before the date which is ten (10) days after If Tenant wishes to exercise Tenant’s receipt 's Right of Landlord’s First Offer with respect to the space described in a First Offer Availability Notice, then within five (5) business days of delivery of such First Offer Availability Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“a "First Offer Acceptance Notice") of Tenant’s Election Notice”) pursuant 's exercise of the Right of First Offer with respect to which Tenant shall have the one-time right to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon the terms set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to Availability Notice on the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretioncontained therein. If Tenant does not respond in writing to Landlord’s deliver a First Offer Acceptance Notice by within the Election Datefive (5) business day period, Tenant then Landlord shall be deemed to have elected not free to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth space described in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise the Right of First Offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise the Right of First Offer with respect to the space described in a First Offer Availability Notice or if Tenant fails to respond to a First Offer Availability Notice within five (5) business days of delivery thereof, then T▇▇▇▇▇'s Right of First Offer as set forth in this exhibit shall terminate as to all of the First Offer Space.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant’s right of first offer with respect to the date which is space described in the First Offer Notice, then within ten (10) days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (the “Tenant’s Election First Offer Exercise Notice”) pursuant of Tenant’s election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionnotice. If Tenant does not respond so notify Landlord within such ten (10) day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided, that (i) prior to entering a lease with a third party tenant on economic terms which, on a net effective, present value basis, are more than 7% more favorable to the tenant than the terms contained in the First Offer Notice, Landlord shall first deliver a revised First Offer Notice to Tenant on such more favorable terms in accordance with the procedure set forth above; and (ii) if Landlord shall fail to lease the First Offer Space which is offered to Tenant for a period of six (6) months (which shall be extended by up to three (3) additional months during any period that Landlord is in active negotiations to lease such space), then Landlord shall again be obligated to deliver to Tenant a First Offer Notice in accordance with the terms of this Section 1.4 (any lease of such space to a third party executed within such time period shall be an Intervening Lease). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before the date which is ten (10) days after If Tenant wishes to exercise Tenant’s receipt right of Landlord’s first offer with respect to the space described in the First Offer Notice, then within fifteen (15) business days of delivery of the First Offer Notice to Tenant (the “Election DateTenant’s Exercise Period”), Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth Material Economic Terms contained in the such First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond so notify Landlord within such fifteen (15) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided, however, Landlord shall not lease such First Offer Space to a third party on Economic Terms less than ninety percent (90%) as favorable to Landlord as the Economic Terms offered in such First Offer Notice to Tenant (as determined using a Net Equivalent Lease Rate, as defined in Exhibit H attached hereto), without first providing Tenant with a new First Offer Notice on such reduced Economic Terms. If Landlord provides such a new First Offer Notice to Tenant, Tenant’s Exercise Period with respect to such new First Offer Notice shall be a period of five (5) business days. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before the date which is ten (10) days after Tenant’s 's receipt of Landlord’s 's First Offer Notice (the “"Election Date”"), Tenant shall deliver written notice to Landlord (“"Tenant’s 's Election Notice”") pursuant to which Tenant shall have the one-time right to elect either to: (i) lease the entire First Offer Space described in the First Offer Notice upon the terms set forth in the First Offer NoticeNotice (without variation or deviation); or (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Offer Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretion. If Tenant does not respond respond, in writing writing, to Landlord’s 's First Offer Notice by the Election Date, Tenant shall be conclusively deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) aboveSpace, then Tenant’s 's First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires.

Procedure for Acceptance. On or before If Tenant wishes to exercise Tenant's right of first offer with respect to the date which is ten space described in the First Offer Notice, then within seven (107) business days after Tenant’s receipt of Landlord’s delivery of the First Offer Notice (the “Election Date”)to Tenant, Tenant shall deliver written notice to Landlord (“the "First Offer Exercise Notice") of Tenant’s Election Notice”) pursuant 's election to which Tenant shall have the one-time exercise its right of first offer with respect to elect to: (i) lease the entire First Offer Space space described in the First Offer Notice upon on the terms set forth contained in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretionnotice. If Tenant does not respond so notify Landlord within such seven (7) business day period, then Landlord shall be free to lease the space described in writing to Landlord’s the First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided, that prior to entering a lease with a third party tenant on economic terms which, on a net effective, present value basis, are more than 10% more favorable to the tenant than the Fundamental Terms contained in the First Offer Notice, Landlord shall first deliver a revised First Offer Notice to Tenant on such more favorable terms in accordance with the procedure set forth above and Tenant shall respond to any such “re-offer” within five (5) business days after delivery of such “re-offer” notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant in the particular First Offer Notice, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. On or before If Tenant wishes to exercise T▇▇▇▇▇'s right of first offer with respect to the date which is ten space described in a First Offer Notice, then within fifteen (1015) business days after Tenant’s receipt of Landlord’s delivery of such First Offer Notice to Tenant (the “Election DateTenant’s Exercise Period”), Tenant shall deliver written notice to Landlord (“of Tenant’s Election Notice”) pursuant 's intention to which Tenant shall have exercise its right of first offer with respect to the one-time right to elect to: (i) lease the entire First Offer Space described in the such First Offer Notice upon on the terms set forth in the First Offer Notice; (ii) refuse to lease such First Offer Space identified in the First Offer Notice; (iii) lease the entire First Offer Space upon the base monthly rent, but object to the terms set forth in the First Office Notice, which Landlord and Tenant shall have ten (10) days to agree upon in their sole and absolute discretioncontained therein. If Tenant does not respond so notify Landlord within the fifteen (15) business day period, then, subject to the terms of Section 1.3.1 above, Landlord shall be free to lease the space described in writing to Landlord’s such First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space or the parties are unable to agree to mutually acceptable terms pursuant to subpart (iii) above, then Tenant’s First Offer Right set forth in this Addendum One shall terminate and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at {3925-00031/01363433;7} -6- SHORES CENTERSoleno Therapeutics, Inc. all, with respect to the First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of first offer with respect to the First Offer Space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice within fifteen (15) business days of delivery thereof, then T▇▇▇▇▇'s right of first offer as set forth in this Section 1.3 shall not apply for twelve (12) months thereafter to the extent of the space covered by the First Offer Notice and, subject to the terms of Section 1.3.1 above, Landlord shall be free to lease such space and/or otherwise grant options or rights to such space on any terms and conditions whatsoever free and clear of the First Offer Right.