Common use of RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE Clause in Contracts

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior to leasing premises in the North Pod of the Building contiguous to the Premises to any third party, Landlord shall offer to lease such space (the “Contiguous Offered Space”) to Tenant at the ROFO Market Rent Rate (defined below) and except as otherwise specified herein on the same EAST\66392481.7 terms and conditions as contained in this Lease; provided however, that (i) if there are less than three (3) Lease Years left in the Term at the time Tenant leases the Contiguous Offered Space, then Tenant may exercise its right to lease the Contiguous Offered Space only if Tenant has remaining, and exercises, an Extension Option under Section 2.4.1 for the Premises so that the Contiguous Offered Space shall be leased by Tenant for more than a three (3) year term, (ii) the Contiguous Offered Space shall be leased by Tenant in its then "as is" physical condition, without any representation or warranty by Landlord as to Contiguous Offered Space, except to the extent expressly set forth in the Lease with respect to the delivery of the original Premises, (iii) Landlord shall not be obligated to perform any work in the Contiguous Offered Space, and (iv) the figures for Base Operating Expenses and Base Taxes applicable to the Contiguous Offered Space shall be the actual amounts for the calendar year and fiscal year, respectively, in which the Contiguous Offered Space is to be delivered to Tenant. Any then existing tenant or occupant of the Contiguous Offered Space then occupying from time to time, any affiliate thereof, or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.4, and Landlord shall be free to lease the Contiguous Offered Space to any of the foregoing without offering the same to Tenant. The parties that, as of the date of this Lease, have a right to lease all or any portion of the Contiguous Offered Space are listed on Exhibit A-5 attached hereto. Any offer by Landlord under this Section 2.1.4 may be accepted by Tenant by written notice given within ten (10) Business Days after delivery of Landlord’s offer (failing which, such offer shall be deemed conclusively waived by Tenant, and Landlord shall have no further obligation to offer the Contiguous Offered Space to Tenant nor shall Tenant have any further right to lease the same under this Section 2.1.4). In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Contiguous Offered Space and the rent therefor shall be documented by an amendment to this Lease. Tenant’s rights under this Section 2.1.4 shall be rendered void, at Landlord’s election, if Tenant is in monetary or material non-monetary default (after any applicable notice and cure periods set forth in this Lease have expired) at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Contiguous Offered Space under this Section 2.1.4, would otherwise commence.

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior to leasing premises in certain premises, of approximately 5,300 square feet of Rentable Floor Area, as shown on Exhibit A-1 (the North Pod of the Building contiguous to the Premises “First Offer Space”), to any third party, Landlord shall offer to lease such space (the “Contiguous Offered Space”) to Tenant at the ROFO Expansion Market Rent Rate (defined below) and except as otherwise specified herein on the same EAST\66392481.7 terms and conditions as contained in this Lease; , provided however, that (ia) if there are less than three (3) Lease Years left in the Term at the time Tenant leases Landlord is offering to lease the Contiguous Offered Space, then Tenant may exercise its right to lease the Contiguous Offered Space only if Tenant has remaininghas, and irrevocably exercises, an Extension Option under set forth in Section 2.4.1 for the Premises so that the Contiguous Offered Space shall be leased by Tenant for more than a three (3) year term, (iib) the Contiguous Offered Space shall be leased by Tenant in its then "“as is" physical ” condition, without any representation or warranty by Landlord as to Contiguous Offered Space, except to the extent expressly set forth in the Lease with respect to the delivery of the original Premises, (iii) Landlord shall not be obligated to perform any work in the Contiguous Offered Space, and (ivc) the figures for Base Operating Expenses and Base Taxes applicable to the Contiguous Offered Space shall be the actual amounts for the calendar year and fiscal year, respectively, in which the Contiguous Offered Space is to be delivered to Tenant. Any then existing tenant or occupant of the Contiguous Offered Space then occupying from time to time, any affiliate thereofthereof (but not if Landlord would enter into a new lease with such affiliate for such space), or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.42.1.1, and Landlord shall be free to lease the Contiguous Offered Space to any of the foregoing without offering the same to Tenant. The parties that, as of the date of this Lease, have a right to lease all or any portion of the Contiguous Offered Space are listed on Exhibit A-5 attached hereto. Any offer by Landlord under this Section 2.1.4 2.1.1 may be accepted by Tenant by written notice given within ten (10) Business Days after days of delivery of Landlord’s offer (failing whichoffer. If Tenant does not timely accept Landlord’s offer, such offer then Tenant’s rights under this Section 2.1.1 shall be deemed conclusively waived by TenantTenant with respect to the next lease of the Offered Space, and Landlord shall have no further obligation to offer the Contiguous Offered Space to Tenant nor shall Tenant have any further right to lease before next leasing the same under to a third party, but this Section 2.1.4)2.1.1 shall apply to any other lease of First Offer Space. In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Contiguous Offered Space and the rent therefor shall be documented by an amendment Amendment to this Lease. Tenant’s rights under this Section 2.1.4 2.1.1 shall be rendered void, at Landlord’s election, if Tenant is in monetary or material non-monetary default (after subject to any applicable notice and cure periods set forth in this Lease have expiredLease) at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Contiguous Offered Space under this Section 2.1.4, 2.1.1 would otherwise commence. For the avoidance of doubt, Tenant’s default will only render the right of first offer void for such specific offer of Offered Space and not for the remainder of the Term, provided that Landlord has accepted Tenant’s cure of such default.

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior Simultaneously with any offer to leasing premises in the North Pod lease or any portion of the Building contiguous to the Premises certain premises, as shown on Exhibit A-2 (the” First Offer Space”), to any third party, Landlord shall offer to lease such space (the “Contiguous Offered Space”) to Tenant at the ROFO Expansion Market Rent Rate (defined below) and except as otherwise specified herein on the same EAST\66392481.7 terms and conditions as contained in this Lease; , provided however, that (ia) if there are less than three (3) Lease Years left in the Term at the time Tenant leases Landlord is offering to lease the Contiguous Offered Space, then Tenant may exercise its right to lease the Contiguous Offered Space only if Tenant has remaininghas, and irrevocably exercises, an Extension Option under set forth in Section 2.4.1 for the Premises so that the Contiguous Offered Space shall be leased by Tenant for more than a three (3) year term, (iib) the Contiguous Offered Space shall be leased by Tenant in its then "“as is" physical condition” condition with such tenant improvement allowances, without any representation free rent, or warranty by Landlord other concessions as to Contiguous Offered Space, except to the extent expressly set forth are then being offered generally for comparable space in comparable properties in the Lease with respect to the delivery of the original Premises“Metro-North” area, (iii) Landlord shall not be obligated to perform any work in the Contiguous Offered Space, and (ivc) the figures for Base Operating Expenses and Base Taxes applicable to the Contiguous Offered Space shall be the actual amounts (adjusted to 95% occupancy) for the calendar year and fiscal year, respectively, in which the Contiguous Offered Space is to be delivered to Tenant, and (d) Tenant may elect to lease either the Offered Space or, at Tenant’s option, the entire First Offer Space to the extent that the same is not then under lease to other tenants or the subject of active lease negotiations following an offer to Tenant under this Section 2.1.1. Any then existing tenant or occupant of the Contiguous Offered Space then occupying from time to time, any affiliate thereof, or any party having a right (including right T▇▇▇▇▇ ▇▇▇▇▇▇▇ Associates to the extent of first offer) its rights to lease a portion (approximately 3,000 square feet) of such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.42.1.1, and Landlord shall be free to lease the Contiguous Offered Space to any of the foregoing without offering the same to Tenant. The parties that, as of the date of this Lease, have a right to lease all or any portion of the Contiguous Offered Space are listed on Exhibit A-5 attached hereto. Any offer by Landlord under this Section 2.1.4 2.1.1 may be accepted by Tenant by written notice given within ten (10) Business Days after Days, as defined in Section 8.19, of delivery of Landlord’s offer (failing whichoffer. If Tenant does not timely accept Landlord’s offer, such offer then Tenant’s rights under this Section 2.1.1 shall be deemed conclusively waived by Tenant with respect to the next lease of the Offered Space provided that the next such lease of the Offered Space is entered into within twelve (12) months after Tenant’s failure to accept Landlord’s offer, and Landlord shall have no further obligation to offer the Contiguous Offered Space to Tenant nor shall Tenant have any further right to lease before next leasing the same under to a third party occurring within such twelve (12) month period, but this Section 2.1.42.1.1 shall apply to any other lease of First Offer Space. The first lease of each portion of the First Offer Space entered into by Landlord with another tenant shall include a right of Landlord, at Landlord’s expense, to relocate the Tenant’s Premises to other comparable space in the Building or the Complex, provided (i) after the initial lease of each portion of the First Offer Space, Landlord shall have no obligation to include a relocation right in subsequent leases of the same space, and (ii) Landlord shall have no obligation to Tenant to relocate any other tenant from the First Offer Space (any such relocation to be negotiated in the discretion of the parties if relocation space is available). In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Contiguous Offered Space and the rent therefor shall be documented by an amendment Amendment to this Lease. Tenant’s rights under this Section 2.1.4 2.1.1 shall be rendered void, at Landlord’s election, if Tenant is in monetary or material non-monetary default (after beyond any applicable notice and cure periods set forth in this Lease have expired) or grace period at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Contiguous Offered Space under this Section 2.1.4, 2.1.1 would otherwise commence.

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior to leasing premises in During the North Pod of the Building Lease Term (as it may be extended), Lessor shall not lease any space that may become available contiguous to the Premises to any third party, Landlord shall offer to lease such space (the “Contiguous Offered Space”) to Tenant at the ROFO Market Rent Rate (defined below) and except as otherwise specified herein on the same EAST\66392481.7 terms and conditions as contained provided in this Lease; provided however, that (i) if there are less than three (3) Lease Years left Section 41.27. Subject to the current rights of other lessees in the Term at the time Tenant leases the Contiguous Offered Space, then Tenant may exercise its Building and lessees already leasing such space not renewing or extending their lease(s) pursuant to an existing right to lease the Contiguous Offered Space only do so, if Tenant has remaining, and exercises, an Extension Option under Section 2.4.1 for the Premises so that the Contiguous Offered Space shall be leased by Tenant for more than a three (3) year term, (ii) the Contiguous Offered Space shall be leased by Tenant in its then "as is" physical condition, without any representation or warranty by Landlord as to Contiguous Offered Space, except to the extent expressly set forth in the Lease with respect to the delivery of the original Premises, (iii) Landlord shall not be obligated to perform any work in the Contiguous Offered Space, and (iv) the figures for Base Operating Expenses and Base Taxes applicable to the Contiguous Offered Space shall be the actual amounts for the calendar year and fiscal year, respectively, in which the Contiguous Offered Space is to be delivered to Tenant. Any then existing tenant or occupant of the Contiguous Offered Space then occupying from time to time, any affiliate thereof, or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.4, and Landlord shall be free to lease the Contiguous Offered Space to any of the foregoing without offering the same to Tenant. The parties that, as of the date of this Lease, have a right Lessor determines to lease all or any part of the Contiguous Space during the Lease Term, Lessor shall notify Lessee of the portion of the Contiguous Offered Space that is available for lease (“Applicable Contiguous Space”), and such other terms and conditions for which Lessor is willing to lease the Applicable Contiguous Space (the “Availability Notice”). If Lessee, within fifteen (15) business days after receipt of the Availability Notice, indicates in writing its agreement to lease the Applicable Contiguous Space on the terms and conditions set forth in the Availability Notice, the Applicable Contiguous Space shall be included within the Premises and leased to Lessee pursuant to the terms and conditions of the Availability Notice and otherwise on the following terms and conditions: (a) The Applicable Contiguous Space shall be added to the Premises demised to Lessee under the Lease for a term commencing on the date said Applicable Contiguous Premises are listed on Exhibit A-5 attached hereto. Any offer by Landlord under this Section 2.1.4 may be accepted by Tenant by written notice given within ten (10) Business Days after delivery delivered to Lessee and expiring upon the expiration or earlier termination of Landlord’s offer (failing whichthe Lease, such offer and the term “Premises” used in the Lease shall be deemed conclusively waived to include the Applicable Contiguous Space. (b) The Base Rental to be paid by Tenant, and Landlord shall have no further obligation to offer Lessee for the Applicable Contiguous Offered Space to Tenant nor shall Tenant have any further right to lease the same under this Section 2.1.4). In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Contiguous Offered Space and the rent therefor shall be documented by an amendment equal to this Leasethe then current fair market rental rate for comparable space within the El Segundo/Manhattan Beach market as determined in accordance with Rider No. Tenant’s rights under this Section 2.1.4 shall be rendered void, at Landlord’s election, if Tenant is in monetary or material non-monetary default (after any applicable notice and cure periods set forth in this Lease have expired) at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Contiguous Offered Space under this Section 2.1.4, would otherwise commenceOne .

RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE. Prior Before Landlord offers to leasing premises in lease space on the North Pod fourth (4th) floor of the Building contiguous to the Premises (the "Contiguous Space") to any third partyparty for space that becomes available, Landlord shall first offer to lease such space (the “Contiguous Offered Space”) to Tenant at on the ROFO same terms and conditions as Landlord intends to offer such space to third parties, except that (a) other than as set forth in (e) below, Annual Fixed Rent for the Contiguous Space shall equal the Contiguous Space Market Rent Rate (as such term is defined below) and except as otherwise specified herein on (b) Tenant shall lease the same EAST\66392481.7 terms and conditions as contained Contiguous Space in question for a time period coterminous with the Term of this Lease; provided , as it may be extended, provided, however, that (i) if there are less than three (3) Lease Years left in the Term at the time Tenant leases elects to lease the Contiguous Offered Space, then Tenant may exercise its right to lease the Contiguous Offered Space only if Tenant has remaining, and exercises, an Extension Option under Section 2.4.1 for the Premises so that the Contiguous Offered Space shall be leased by Tenant for more than a three (3) year three-(3)-year term, (iic) the Contiguous Offered Space shall be leased by Tenant in its then "as as-is" physical conditioncondition with such tenant improvement allowances, without any representation free rent, or warranty by Landlord other concessions as to Contiguous Offered Space, except to the extent expressly set forth are then being offered generally for comparable space in comparable properties in the Lease with respect to the delivery of the original Premisesgreater "Metro-West" area, (iii) Landlord shall not be obligated to perform any work in the Contiguous Offered Space, and (ivd) the figures for Base Operating Expenses and Base Taxes applicable to the Contiguous Offered Space shall be the actual amounts for the calendar year and fiscal year, respectively, in which the Contiguous Offered Space is to be delivered to Tenant. Any then existing tenant or occupant the Tenant and (e) in the event that such option is exercised during the first two (2) Lease Years of the Term, then the Contiguous Offered Space then occupying shall be leased to Tenant on the same terms and conditions as contained in this Lease on a pro rata basis (except that the Contiguous Space shall be leased by Tenant in its "as-is" condition). 1.1 are recurring rights and shall apply from time to time, any affiliate thereof, or any party having a right (including right time during the Term of first offer) the Lease when the Contiguous Space becomes available to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2.1.4, and Landlord shall be free to lease the Contiguous Offered Space to any of the foregoing without offering the same to Tenant. The parties that, as of the date of this Lease, have a right to lease all or any portion of the Contiguous Offered Space are listed on Exhibit A-5 attached heretothird party. Any offer by Landlord under this Section 2.1.4 2.1.1 may be accepted by Tenant by written notice given within ten (10) Business Days after of delivery of Landlord’s 's offer (failing which, such offer shall be deemed conclusively waived by Tenant, and Landlord shall have no further obligation to offer the Contiguous Offered Space to Tenant nor shall Tenant have any further until after the expiration or earlier termination of a third-party lease for the Contiguous Space that is executed after Tenant's waiver of its right to lease the same of first offer under this this Section 2.1.42.1.1). In the event that Tenant accepts any offer by Landlord under this sectionSection, the leasing of such Contiguous Offered Space and the rent therefor shall be documented by an amendment to this Lease. Tenant’s 's rights under this Section 2.1.4 2.1.1 shall be rendered void, at Landlord’s 's election, if (x) Tenant is in monetary or material non-monetary default (after any applicable notice and cure periods set forth in this Lease have expired) at the time Landlord offers any space Contiguous Space to a third party or at the time Tenant’s 's lease of any Contiguous Offered Space under this Section 2.1.4, Section 2.1.1 would otherwise commencecommence (in either event subject to any applicable notice and cure periods) or (y) Tenant has made any Transfer under Section 5.8 of this Lease (other than a Permitted Transfer [as such term is defined in Section 5.8] or a Transfer of fifteen percent (15%) or less of the Premises) or (z) Tenant is not occupying the Premises.