Common use of Right of First Notice Clause in Contracts

Right of First Notice. Until such time as Landlord has identified the Expansion Space under Section 1.1.2 below, if Landlord delivers a term sheet to a third party exclusively covering space on the tenth (10th) floor of the Building, Landlord shall notify Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected to lease the portion of the tenth (10th) floor described in Landlord’s notice on such terms as Landlord and Tenant may agree upon in writing within the time frame described below. If Tenant does not deliver such written notice within three (3) business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) days after the date of Landlord’s notice, or (b) the date on which Landlord finalizes a lease with a third party if negotiations of the lease started during such one hundred twenty (120) day period. If Tenant leases any space on the tenth (10th) floor under this Section, the square footage of space so leased shall be deducted from the Expansion Space under Section 1.1.2 below. If Tenant notifies Landlord that it elects to lease space under this Section and the parties have not executed an amendment to this Lease within fifteen (15) days after the date of Landlord’s notice, this Section shall be of no further force or effect. The amendment to add any space under this Section shall include a calculation of the Termination Fee payable under Section 2.4 with respect to such space. The term of the Lease for any space leased under this Section 1.1.1 shall be coterminous with the Term for the balance of Initial Premises.

Right of First Notice. Until such time as Landlord has identified (a) If during the Expansion Space under Section 1.1.2 below, if Landlord delivers a term sheet to a third party exclusively covering Lease Term space on the tenth (10th) floor 20 of the BuildingBuilding (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall notify deliver a notice to Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected offering to lease the portion First Notice Space to Tenant (subject to subparagraph (i) below). Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the tenth (10th) foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor described 20 that also includes an expression of interest in Landlord’s notice on such terms as all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may agree upon not exercise its option to lease the First Notice Space in writing such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within the time frame described below. If Tenant does not deliver such written notice within three (3) business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) 5 days after the date of Landlord’s notice's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (b2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date on which Landlord finalizes a lease with a third party if negotiations that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the lease started during such one hundred twenty (120) day period. If Tenant leases any space Response Notice and is on the tenth (10th) floor under this Section, same terms as the square footage of space so leased Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall be deducted from the Expansion Space under Section 1.1.2 below. If prepare and deliver to Tenant notifies Landlord that it elects to lease space under this Section and the parties have not executed an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Lease Paragraph, Tenant shall execute, and deliver the amendment to Landlord within fifteen (15) 10 days after the date of Landlord’s notice, this Section shall be of no further force or effect. The amendment to add any space under this Section shall include a calculation Tenant's receipt of the Termination Fee payable under Section 2.4 with respect amendment, and Landlord will deliver to such space. The term Tenant a counterpart of the Lease for any space leased amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under this Section 1.1.1 shall be coterminous with the Term for the balance of Initial PremisesLease.

Right of First Notice. Until such time as Landlord has identified Provided that no Default exists, if during the Expansion Space under Section 1.1.2 belowPremises Term, if Landlord delivers a term sheet decides to a third party exclusively covering market to the public (i) the space on located adjacent to the tenth Existing Premises consisting of approximately 9,525 square feet and designated as Suite “A” (10th“Adjacent Space”), or (ii) floor space in the Project consisting of the Buildingapproximately 18,000 – 25,000 contiguous square feet (“Replacement Space”), Landlord shall notify first give written notice to Tenant in writing. This Section shall not apply if of the material terms and conditions upon which Landlord delivers a term sheet is willing to a third party that covers space on offer to lease the tenth Adjacent Space or the Replacement Space, as applicable (10th) floor as well as space on another floor“Landlord’s Notice”). Tenant shall have three ten (310) business days after Landlord’s Notice is given within which to notify give written unconditional notice to Landlord in writing that Tenant has elected agrees to lease the portion all (and not less than all) of the tenth (10th) floor described Adjacent Space or the Replacement Space, as applicable, on all the terms and conditions set forth in Landlord’s notice on Notice (“Tenant’s Notice”). a. Any Tenant’s Notice which contains terms or conditions that materially differ from or otherwise propose to materially modify the terms set forth in Landlord’s Notice shall be deemed a counteroffer by Tenant and shall not be deemed to be an unconditional acceptance of Landlord’s Notice as provided above, in which case, Landlord shall have the right, in Landlord’s sole and absolute discretion, to either accept or reject such terms as counteroffer. If Landlord and rejects such counteroffer, or if Tenant may agree upon in writing fails to deliver Tenant’s Notice to Landlord within the time frame described below. If Tenant does not deliver such written notice within three above ten (310) business daysday period, Tenant Landlord shall have no further rights under this Section 1.1.1 until obligation to lease the later of (a) one hundred twenty (120) days after Adjacent Space or the date of Replacement Space to Tenant and Landlord shall have the right to lease such spaces to any third parties on the terms and conditions set forth in Landlord’s noticeNotice or on any other terms and conditions that Landlord thereafter negotiates. b. If Tenant timely delivers the Tenant’s Notice, then Tenant shall enter into an amendment to the Lease or a new lease, as applicable (beach, “ROFN Document”), pursuant to which Tenant shall lease from Landlord the Adjacent Space or the Replacement Space, as applicable, on the terms and conditions set forth in Landlord’s Notice and otherwise on the same terms and conditions of the Lease, as amended by this Amendment, except that (i) the date on which Landlord finalizes with respect to a lease with a third party if negotiations of the Adjacent Space, the Premises shall be modified to consist of the Existing Premises and the Adjacent Space only, and (ii) with respect to the lease started during of the Replacement Space, the Lease, as amended by this Amendment, shall be automatically terminated effective as of the commencement of such one hundred twenty (120) day periodnew lease. Landlord and Tenant shall work together in good-faith to reach agreement on the terms and conditions of the ROFN Document as soon as reasonably practicable under the circumstances. If Tenant leases any space on fails to duly execute and return the tenth (10th) floor under this Section, the square footage of space so leased shall be deducted from the Expansion Space under Section 1.1.2 below. If Tenant notifies ROFN Document to Landlord that it elects to lease space under this Section and the parties have not executed an amendment to this Lease within fifteen (15) business days after Landlord and Tenant have reached agreement on the date form of such ROFN Document, Tenant’s acceptance of Landlord’s noticeNotice may, at Landlord’s sole option, be deemed void, in which case, Landlord shall have no further obligation to lease the Adjacent Space or the Replacement Space to Tenant and Landlord shall have the right to lease such spaces to any third parties on the terms and conditions set forth in Landlord’s Notice or on any other terms and conditions that Landlord thereafter negotiates. c. The obligation to deliver Landlord’s Notice is a one‑time obligation on the part of Landlord only. Upon delivery of Landlord’s Notice with respect to either the Adjacent Space or the Replacement Space, Landlord shall thereafter have no further obligation to notify Tenant of any proposal to lease the Adjacent Space or the Replacement Space. d. This Section 12 shall not apply to (i) offers from any third parties to lease the Adjacent Space or the Replacement Space, (ii) leases or transfers among entities or persons related to Landlord (including, but not limited to, partners if Landlord is a partnership, and members if Landlord is a limited liability company), and (iii) any proposed sale or purchase of the Project or any portion thereof, including, without limitation, a proposed sale‑and‑leaseback. The rights of Tenant set forth in this Section 12 are personal to Tenant. If Tenant assigns any of Tenant’s interest in the Lease other than to a Permitted Transferee before the permitted exercise of such rights, such rights shall not be of no further force or effect. The amendment transferred to add any space transferee but shall instead automatically lapse, and Landlord’s obligations under this Section 12 shall include a calculation automatically terminate. This Section 12 shall automatically expire without notice on the expiration of the Termination Fee payable under Section 2.4 with respect to such space. The term Expansion Premises Term or sooner termination of the Lease for or upon any space leased under this Section 1.1.1 shall be coterminous with Transfer or sublease by Tenant of all or any part of the Term for the balance of Initial PremisesPremises to any party other than a Permitted Transferee.

Right of First Notice. Until such time as Landlord has identified (a) If during the Expansion Space under Section 1.1.2 below, if Landlord delivers a term sheet to a third party exclusively covering Lease Term space on the tenth (10th) floor 15 of the BuildingBuilding (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall notify deliver a notice to Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected offering to lease the portion First Notice Space to Tenant. Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of the tenth third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. (10thb) floor described in Landlord’s notice on such terms as Landlord and Tenant may agree upon in writing elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within the time frame described below. If Tenant does not deliver such written notice within three (3) business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) 5 days after the date of Landlord’s notice's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (b2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date on which Landlord finalizes a lease with a third party if negotiations that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the lease started during such one hundred twenty (120) day period. If Tenant leases any space Response Notice and is on the tenth (10th) floor under same terms as this Section, Lease except that the square footage of space so leased Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall be deducted from the Expansion Space under Section 1.1.2 below. If prepare and deliver to Tenant notifies Landlord that it elects to lease space under this Section and the parties have not executed an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Lease Paragraph, Tenant shall execute, and deliver the amendment to Landlord within fifteen (15) 10 days after Tenant's receipt of the date amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord’s notice. (e) Landlord is not obligated to offer the First Notice Space to Tenant, this Section shall and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be of no further force or effect. The amendment obligated to add any space give the Notice to Tenant, Tenant is in default under this Section shall include a calculation Lease. (f) The term FIRST NOTICE RATE means the Market Rate, as defined in Paragraph 61, as determined by Landlord in its sole discretion, provided the Rent components of the Termination Fee payable under Section 2.4 with respect to such space. The term of First Notice Rate will not be less than the Lease for any space leased Rent then being paid under this Section 1.1.1 shall be coterminous with the Term for the balance of Initial PremisesLease.

Right of First Notice. Until such time as Landlord has identified (a) 750 Gateway, Building B, Suites A and C. Upon Landlord's receipt --------------------------------------- of notice of the Expansion Space under Section 1.1.2 below, if Landlord delivers a term sheet to a termination or expiration of any third party exclusively covering lease (including renewal options contained therein) for Suites A and C in the ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, as shown on Exhibit "D~ attached hereto, during the term of this Lease, Landlord, before it offers such space on for rent to anyone other than the tenth existing tenant of such space, shall give notice to Tenant that such space will become available for lease. For a period of ten (10th10) floor days after receipt of the BuildingLandlord's notice, Landlord shall notify Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected have, on a one-time basis, the right to lease the portion of the tenth (10th) floor described in Landlord’s notice on such space upon such terms and conditions applicable to the leasing of such space, including the extension of this Lease described below as to the entire Premises (including Suites A and C), that are mutually agreeable to both Landlord and Tenant. Should Landlord and Tenant may agree upon in writing within the time frame described below. If Tenant does not deliver such written notice within three (3) business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) days after the date of Landlord’s notice, or (b) the date on which Landlord finalizes a lease with a third party if negotiations of fail to reach an agreement for the lease started during of such one hundred twenty (120) day period. If space, with neither party having the obligation to reach such an agreement, and should Landlord and Tenant leases any space on the tenth (10th) floor under this Section, the square footage of space so leased shall be deducted from the Expansion Space under Section 1.1.2 below. If Tenant notifies Landlord that it elects fail to lease space under this Section and the parties have not executed enter into such an amendment to this Lease within fifteen such ten (1510) days after the date of Landlord’s noticeday period, this Section Landlord shall be under no obligation to lease the space to Tenant and may thereafter offer the space for lease to the public. If Tenant leases Suites A and C, as provided herein, then the amendment of no further force or effect. The amendment to add any space under this Section Lease shall include a calculation of incorporate Suites A and C into the Termination Fee payable under Section 2.4 with respect to such space. The Premises hereunder, and the term of the this Lease for any space leased under this Section 1.1.1 shall be coterminous with the Term extended for the balance of Initial Premisesan additional twelve (12) months.

Right of First Notice. Until such time as Landlord has identified (a) If during the Expansion Space under Section 1.1.2 below, if Landlord delivers a term sheet to a third party exclusively covering Lease Term space on the tenth (10th) floor 15 of the BuildingBuilding (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall notify deliver a notice to Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected offering to lease the portion First Notice Space to Tenant. Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of the tenth third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. (10thb) floor described in Landlord’s notice on such terms as Landlord and Tenant may agree upon in writing elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within the time frame described below. If Tenant does not deliver such written notice within three (3) business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) 5 days after the date of Landlord’s notice's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (b2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date on which Landlord finalizes a lease with a third party if negotiations that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the lease started during such one hundred twenty (120) day period. If Tenant leases any space Response Notice and is on the tenth (10th) floor under same terms as this Section, Lease except that the square footage of space so leased Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall be deducted from the Expansion Space under Section 1.1.2 below. If prepare and deliver to Tenant notifies Landlord that it elects to lease space under this Section and the parties have not executed an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Lease Paragraph, Tenant shall execute, and deliver the amendment to Landlord within fifteen (15) 10 days after Tenant's receipt of the date amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord’s notice. (e) Landlord is not obligated to offer the First Notice Space to Tenant, this Section shall and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be of no further force or effect. The amendment obligated to add any space give the Notice to Tenant, Tenant is in default under this Section shall include a calculation of the Termination Fee payable under Section 2.4 with respect to such space. The term of the Lease for any space leased under this Section 1.1.1 shall be coterminous with the Term for the balance of Initial PremisesLease.

Right of First Notice. Until such time (a) If during the Lease Term Landlord proposes to lease the space consisting of approximately 21,121 Rentable Square Feet located on the 5th floor of the North Tower as Landlord has identified shown on Exhibit H attached to this Lease (the Expansion Space under Section 1.1.2 below, if Landlord delivers a term sheet First --------- Notice Space) to a third party exclusively covering space on the tenth (10th) floor of the Buildingprospect, then Landlord shall notify deliver a notice to Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected offering to lease the portion of First Notice Space to Tenant. Landlord's notice must specify the tenth First Notice Rate (10thdefined below) floor described in and the lease term (the First Notice Space Lease Term) for the First Notice Space that Landlord proposed to the third party prospect. (b) Tenant must respond to Landlord’s 's notice on such terms as by delivering a notice (the Response Notice) to Landlord and Tenant may agree upon in writing within the time frame described below. If Tenant does not deliver such written notice within three (3) 5 business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) days after the date of Landlord’s notice's notice specifying that Tenant elects either (i) to lease all, but not less than all, of the First Notice Space or (bii) to decline to lease the First Notice Space. (c) If (i) Landlord does not receive the Response Notice within the 5 business day period or (ii) in the Response Notice Tenant does not elect to lease all of the First Notice Space, then Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph 60. (d) If Tenant timely delivers a Response Notice electing to lease all of the First Notice Space, then the First Notice Space will be added to the Leased Premises on the date on which Landlord finalizes a lease with a third party if negotiations delivers possession of the lease started during such one hundred twenty (120) day period. If First Notice Space to Tenant leases any space and Tenant's obligation to pay Rent for the First Notice Space will commence on the tenth (10th) floor under this Section, the square footage of space so leased shall be deducted from the Expansion Space under Section 1.1.2 below. If Tenant notifies Landlord that it elects to lease space under this Section and the parties have not executed an amendment to this Lease within fifteen (15) days 61st day after the date Landlord delivers possession of Landlord’s notice, this Section shall be of no further force or effectthe First Notice Space to Tenant. The amendment First Notice Space will be added to add any space under the Leased Premises on the same terms as this Section shall include a calculation of the Termination Fee payable under Section 2.4 with respect to such space. The term of Lease except that (i) the Lease for any space leased under this Section 1.1.1 shall be coterminous with the Term for the balance applicable First Notice Space will be the First Notice Space Lease Term specified in Landlord's notice for the First Notice Space, and (ii) Rent and other applicable terms for the First Notice Space will adjust based on the First Notice Rate (defined below). Landlord shall prepare and deliver to Tenant an appropriate amendment to the Lease adding the applicable First Notice Space to the Leased Premises upon the terms specified in this Paragraph 60. Tenant will execute and deliver the amendment to Landlord within 10 days after Tenant's receipt of Initial Premisesthe amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the notice to Tenant, Tenant is in default under this Lease.

Right of First Notice. Until such time as Landlord has identified (a) If during the Expansion Space under Section 1.1.2 below, if Landlord delivers a term sheet to a third party exclusively covering Lease Term space on the tenth (10th) floor 20 of the BuildingBuilding (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall notify deliver a notice to Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected offering to lease the portion First Notice Space to Tenant (subject to subparagraph (i) below). Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the tenth (10th) foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor described 20 that also includes an expression of interest in Landlord’s notice on such terms as all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may agree upon not exercise its option to lease the First Notice Space in writing such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within the time frame described below. If Tenant does not deliver such written notice within three (3) business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) 5 days after the date of Landlord’s notice's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (b2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date on which Landlord finalizes a lease with a third party if negotiations that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the lease started during such one hundred twenty (120) day period. If Tenant leases any space Response Notice and is on the tenth (10th) floor under this Section, same terms as the square footage of space so leased Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall be deducted from the Expansion Space under Section 1.1.2 below. If prepare and deliver to Tenant notifies Landlord that it elects to lease space under this Section and the parties have not executed an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Lease Paragraph, Tenant shall execute, and deliver the amendment to Landlord within fifteen (15) 10 days after the date of Landlord’s notice, this Section shall be of no further force or effect. The amendment to add any space under this Section shall include a calculation Tenant's receipt of the Termination Fee payable amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under Section 2.4 with respect to such space. the Lease. (f) The term FIRST NOTICE RATE means the Market Rate, as defined in Paragraph 60 of the Lease for Lease, as determined by Landlord in its sole discretion, provided the Rent components of the First Notice Rate will not be less than the Rent then being paid under the Lease. (g) Tenant may not assign this option to lease the First Notice Space to any space leased under assignee of the Lease, nor may any sublessee or assignee exercise this Section 1.1.1 shall be coterminous with the Term for the balance of Initial Premisesoption.

Right of First Notice. Until such time as Exhibit “G” to the Lease is hereby deleted in its entirety and replace with the following: a. If during the Term any space contiguous to the Premises (the First Notice Space) is available for lease, and Landlord has identified receives an expression of interest in all or any portion of the Expansion First Notice Space under Section 1.1.2 below, if Landlord delivers a term sheet to from a third party exclusively covering space on (other than the tenth (10th) floor of tenant then leasing the BuildingFirst Notice Space), then Landlord shall notify deliver a notice to Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected offering to lease the portion of the tenth (10th) floor described in First Notice Space to Tenant. Landlord’s notice on such terms as Landlord and must specify the First Notice Rate (defined below). The term available for lease means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. b. Tenant may agree upon in writing elect to lease the First Notice Space by delivering a notice (the Response Notice) to Landlord within the time frame described below. If Tenant does not deliver such written notice within three (3) 5 business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) days after the date of Landlord’s noticenotice specifying that Tenant elects either (1) to lease all, but not less than all, of the First Notice Space or (b2) to decline to lease the date on which First Notice Space. Landlord finalizes a is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease with a third party the First Notice Space, if negotiations of Tenant is in default under the lease started during such one hundred twenty (120) day period. If Lease at the time Landlord would otherwise be obligated to give the notice to Tenant leases any space on the tenth (10th) floor under this Section. c. If (1) Landlord does not receive the Response Notice within the 5 business day period or (2) in the Response Notice Tenant does not elect to lease all of the First Notice Space, then Tenant is deemed to waive its right to lease the square footage of space so leased shall be deducted from the Expansion First Notice Space and Tenant has no further rights under Section 1.1.2 below. this Section. d. If Tenant notifies Landlord that it elects timely delivers a Response Notice electing to lease space under this Section all of the First Notice Space, then Tenant’s lease of the First Notice Space commences 30 days after Landlord’s receipt of the Response Notice and is on the parties have not executed same terms as the Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall prepare, and Landlord and Tenant shall execute and deliver, an amendment to this the Lease within fifteen (15) days after to reflect the date of Landlord’s notice, this Section shall be of no further force or effect. The amendment to add any space under this Section shall include a calculation addition of the Termination Fee payable under Section 2.4 with respect First Notice Space to such space. The term of the Lease for any space leased under Premises upon the terms specified in this Section 1.1.1 shall be coterminous with the Term for the balance of Initial PremisesSection.

Right of First Notice. Until such time as Landlord has identified (a) If during the Expansion Space under Section 1.1.2 below, if Landlord delivers a term sheet to a third party exclusively covering Lease Term space on the tenth (10th) floor 20 of the BuildingBuilding (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall notify deliver a notice to Tenant in writing. This Section shall not apply if Landlord delivers a term sheet to a third party that covers space on the tenth (10th) floor as well as space on another floor. Tenant shall have three (3) business days to notify Landlord in writing that Tenant has elected offering to lease the portion First Notice Space to Tenant (subject to subparagraph (i) below). Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the tenth (10th) foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor described 20 that also includes an expression of interest in Landlord’s notice on such terms as all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may agree upon not exercise its option to lease the First Notice Space in writing such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within the time frame described below. If Tenant does not deliver such written notice within three (3) business days, Tenant shall have no further rights under this Section 1.1.1 until the later of (a) one hundred twenty (120) 5 days after the date of Landlord’s notice's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (b2) to decline to lease the applicable First Notice Space offered. (c) If (l) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date on which Landlord finalizes a lease with a third party if negotiations that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the lease started during such one hundred twenty (120) day period. If Tenant leases any space Response Notice and is on the tenth (10th) floor under this Section, same terms as the square footage of space so leased Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall be deducted from the Expansion Space under Section 1.1.2 below. If prepare and deliver to Tenant notifies Landlord that it elects to lease space under this Section and the parties have not executed an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Lease Paragraph, Tenant shall execute, and deliver the amendment to Landlord within fifteen (15) 10 days after the date of Landlord’s notice, this Section shall be of no further force or effect. The amendment to add any space under this Section shall include a calculation Tenant's receipt of the Termination Fee payable amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under Section 2.4 with respect to such space. the Lease. (f) The term FIRST NOTICE RATE means the Market Rate, as defined in Paragraph 60 of the Lease for Lease, as determined by Landlord in its sole discretion, provided the Rent components of the First Notice Rate will not be less than the Rent then being paid under the Lease. (g) Tenant may not assign this option to lease the First Notice Space to any space leased under assignee of the Lease, nor may any sublessee or assignee exercise this Section 1.1.1 shall be coterminous with the Term for the balance of Initial Premisesoption.