Common use of Tenant’s Right of First Offer Clause in Contracts

Tenant’s Right of First Offer. If, at any time during the term of this lease, Landlord desires to sell all or any portion of its interest in the Premises (“Landlord’s Interest”), Landlord shall deliver a written notice thereof to Tenant, which notice shall indicate the sale price and the other terms and conditions upon which Landlord is willing to sell Landlord’s Interest (the “Sale Notice”). The Sale Notice shall constitute an offer to sell Landlord’s Interest to Tenant at the price and upon the terms and conditions contained therein. Tenant shall have thirty (30) calendar days after its receipt of the Sale Notice within which to deliver an executed counterpart of the Sale Notice to Landlord, which shall then constitute the purchase and sale agreement between the parties. If Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, then Landlord shall be relieved of its obligations under this Section 9.04 and may freely sell Landlord’s Interest to any person or entity, provided that (i) such sale is consummated within eight (8) months following the date the Sale Notice was delivered to Tenant, (ii) the purchase price for such sale is not less than ninety-five percent (95%) of the price set forth in the Sale Notice and (iii) the material terms of such sale are substantially the same as the terms set forth in the Sale Notice. After the consummation of such sale or if Tenant fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04.

Tenant’s Right of First Offer. If, at any time If during the term Term of this leaseLease, Landlord desires intends to sell all offer for sale the Store, the legal parcel upon which the Store is located or any portion of its interest in the Premises Shopping Center (“Landlord’s Interest”collectively referred to herein as the "subject property"), Landlord shall deliver a written notice thereof to Tenantso notify Tenant of that intention in writing, which notice shall indicate the sale price and the other terms and conditions upon which Landlord is willing to sell Landlord’s Interest (the “Sale Notice”). The Sale Notice shall constitute an offer to sell Landlord’s Interest to Tenant at the price and upon contain the terms and conditions contained therein(collectively "terms") that would be acceptable to Landlord. Tenant shall have thirty If within ten (3010) calendar business days after its receipt of such notice, Tenant does not notify Landlord that Tenant will purchase the Sale Notice subject property under the terms, Landlord, within which the ensuing six (6) month period shall be free to deliver an executed counterpart of sell the Sale Notice subject property to any third party named in the Third Party Offer on the terms; provided, however, that a failure or refusal by Tenant to purchase the subject property on the terms shall not relieve Landlord (or any successor in interest to Landlord, which shall then constitute the purchase and sale agreement between the parties. If Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, then Landlord shall be relieved ) of its obligations under this Section 9.04 Article in respect of subsequent instances of Landlord's (or its successor's) desire to sell the subject property or any portion thereof; and may freely sell provided further that if Landlord shall, during the aforsesaid six (6) month period, materially alter the terms to the benefit of purchaser, or materially alter the description of the subject property, Landlord shall so notify Tenant and afford Tenant an additional five (5) business days within which Tenant may, by notice to Landlord’s Interest , elect to any person or entitypurchase the subject property on the terms as so modified. If Tenant elects to purchase the subject property on the terms, the terms shall constitute a binding agreement of purchase and s a le between Landlord and Tenant and govern their subsequent performance, provided that (i) such sale is consummated within eight (8) months following the date the Sale Notice was delivered however, time of performance shall be suitably extended to Tenant, (ii) the purchase price for such sale is not less than ninety-five percent (95%) take into account time elapsed between presentation to Tenant of the price set forth in the Sale Notice and (iii) the material terms of such sale are substantially the same as the terms set forth in the Sale Notice. After the consummation of such sale or if Tenant fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04Tenant's acceptance.

Tenant’s Right of First Offer. (A) If, at any time during Landlord shall desire to lease the term entire balance of this leasethe forty-sixth (46th) floor of the Building (the “Expansion Space”) to a third party other than the existing tenant in any such space, or any other party having any pre-existing rights to the Expansion Space, Landlord desires to sell all or any portion of its interest in the Premises shall first give Tenant notice (“Landlord’s InterestNotice”)) of the availability of the Expansion Space and the length of the Term. Tenant shall have the one-time right, exercisable by notice to Landlord within 20 days after the date of Landlord’s Notice, the time of giving of such notice to be of the essence of this agreement, to notify Landlord that Tenant agrees to lease the Expansion Space for the Term specified in Landlord’s Notice, provided that, at the time of Tenant’s exercise, this Lease shall be in full force and effect and Tenant shall not then be in monetary default hereunder. The Base Rent payable in respect of the Expansion Space shall be determined pursuant to subsection 4.15(B) below. In the event that Tenant fails to deliver notice of exercise its right to lease the Expansion Space within 20 days after the date of Landlord’s Notice, Tenant shall be deemed to have waived its rights under this Section 4.15 with respect to the Expansion Space, Landlord shall deliver have the absolute right to lease the Expansion Space to any other person or entity and Tenant shall have no further rights with respect to the Expansion Space. Notwithstanding anything to the contrary contained in this subsection (A), if the existing tenant which occupies the balance of the 46th Floor executes an early termination agreement with Landlord to surrender a written notice thereof portion of its 46th floor premises, Landlord agrees to provide a right of first offer as to the 46th floor space surrendered to Landlord, and a subsequent right of first offer as to the remaining 46th floor space occupied by such tenant, as and when such space becomes available, but in either instance, subject to the applicable terms and provisions hereof. (B) The annual Base Rent payable by Tenant for the Expansion Space shall be the fair market rental value of the Expansion Space. Immediately after the exercise by Tenant of its right of first offer under Subsection (A) above, Landlord and Tenant shall use their best efforts to agree upon the fair market rental value of the Expansion Space (exclusive of electricity charges). For the purposes of this Lease, the “fair market rental value” of the Expansion Space shall mean the annual rental value for comparable office space for comparable office buildings in Downtown Manhattan, taking all relevant factors into consideration. In the event Landlord and Tenant cannot reach agreement within thirty (30) days after the date of Tenant’s exercise of its option, Landlord and Tenant shall confer and appoint a reputable, qualified, licensed real estate broker having an office in the county in which notice the Building is located and is familiar with the rentals then being charged in the Building and in comparable buildings and who has at least 10 years’ experience (the “Independent Broker”). Upon the failure of Landlord and Tenant to agree upon the designation of the Independent Broker, then upon ten (10) days’ notice, either party may apply to the Supreme Court in the county in which the Building is located to appoint the Independent Broker. Concurrently with such appointment, Landlord and Tenant shall indicate each submit a letter to the sale price Independent Broker, with a copy to the other, setting forth their respective estimates of the fair market rental value of the Expansion Space, taking into consideration the duration of the Term and the all other terms and conditions upon of this Lease which Landlord is willing are applicable to sell the Expansion Space (respectively, “Landlord’s Interest (the Letter” and “Sale NoticeTenant’s Letter”). The Sale Notice Independent Broker shall constitute an offer to sell determine the fair market rental value of the Expansion Space and shall choose the fair market rental value set forth in either Landlord’s Interest Letter or Tenant’s Letter to be the Base Rent for the Expansion Space during the applicable Term. The fees and expenses of the Independent Broker and all costs incurred in connection with the appointment of the Independent Broker shall be shared equally by Landlord and Tenant. (C) Within ten (10) business days after the determination of the Base Rent for the Expansion Space, Landlord and Tenant at shall enter into an amendment of this Lease reasonably satisfactory to Landlord and Tenant to provide for (i) the price and upon inclusion of the Expansion Space in the Premises, (ii) an increase in the Base Rent by the fair market rental value of the Expansion Space, (iii) an increase in Tenant’s Proportionate Share to reflect the inclusion of the Expansion Space in the Premises. In all other respects, the terms and conditions contained thereinin this Lease (including escalations and base years) shall remain unmodified. In the event Tenant shall have thirty exercised its right of first offer on the Expansion Space and Tenant shall not have executed an amendment of this Lease within twenty (3020) calendar days after Landlord’s delivery of execution counterparts thereof, Tenant shall be deemed to have waived its receipt rights with respect to the Expansion Space, Landlord shall have the absolute right to lease the Expansion Space to any other person or entity and Tenant shall have no further rights with respect to the Expansion Space. Notwithstanding Tenant’s exercise of its right to lease the Expansion Space pursuant to the terms of this Section 4.15, Landlord shall not be obligated to deliver possession of the Sale Notice within which Expansion Space to deliver an executed counterpart Tenant if, prior to delivery of possession of the Sale Notice to LandlordExpansion Space, which shall then constitute the purchase and sale agreement between the parties. If Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, then Landlord shall be relieved in default hereunder beyond any applicable notice and grace period, in which event the rights of its obligations Tenant hereunder shall terminate and be of no further force or effect. Notwithstanding anything to the contrary, Tenant’s rights under this Section 9.04 4.15 are personal to the Tenant named herein and may freely sell Landlord’s Interest to not be exercised by any person permitted successor, assign or entity, provided that (i) such sale is consummated within eight (8) months following the date the Sale Notice was delivered to Tenant, (ii) the purchase price for such sale is not less than ninety-five percent (95%) subtenant of the price set forth in Premises, except for permitted successors under the Sale Notice provisions of subsections 4.01(M) and (iii4.01(N) the material terms of such sale are substantially the same as the terms set forth in the Sale Notice. After the consummation of such sale or if Tenant fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04hereof.

Tenant’s Right of First Offer. If, In the event that at any time during the term of this leaseTerm hereof Landlord shall, Landlord desires in good faith, determine to sell all or any portion of its interest in the Premises (“Landlord’s Interest”)Demised Premises, Landlord shall deliver a written notice thereof first submit the proposed offer to Tenant, which notice containing prices, financing terms, closing date and any other salient terms. Landlord's proposal shall indicate be in the sale price and the other terms and conditions upon which Landlord is willing to sell Landlord’s Interest (the “Sale Notice”). The Sale Notice shall constitute an offer to sell Landlord’s Interest to Tenant at the price and upon the terms and conditions contained thereinform of a contract of sale. Tenant shall have thirty ninety (3090) calendar days after its from receipt to accept such offer; in the event that Tenant accepts the offer, Tenant shall have fifteen (15) days to execute a contract of the Sale Notice within which to deliver an executed counterpart of the Sale Notice to sale with Landlord, which shall then constitute the purchase and sale agreement between the parties. If Tenant fails to deliver an executed Sale Notice accept such offer, Landlord may offer the Demised Premises to such other prospective purchaser as Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with may desire upon the terms and conditions set forth for the amount contained in Landlord's initial offer, provided, however, that if Landlord does not execute a contract of sale with such other prospective purchaser upon such terms within nine months and 15 days from the Sale Noticedate Landlord first submitted an offer to Tenant, then Landlord may not sell or convey the Demised Premises without again complying with this Section. In the event that Landlord receives a subsequent bona fide offer upon different terms and Landlord is willing to accept such offer, Landlord shall advise Tenant that it has received such offer and enclose a copy of such offer. Tenant shall thereupon have fifteen (15) days to accept such offer and execute a contract of sale with Landlord. If Tenant fails to execute a contract of sale within such fifteen (15) day period Landlord shall be relieved free to sell to such bona fide offeror. The provisions of its obligations under this Section 9.04 and may freely sell Landlord’s Interest section shall apply to any person a transfer of fifty (50%) percent or entity, provided that more of either (i) such sale is consummated within eight (8) months following the date the Sale Notice was delivered to Tenant, shares of capital stock of a corporation or (ii) the purchase price for such sale is not less than ninety-five percent (95%) of the price set forth interest in the Sale Notice and (iii) the material terms of such sale are substantially the same as the terms set forth in the Sale Notice. After the consummation of such sale any limited or if Tenant fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04general partnership.

Tenant’s Right of First Offer. If, at any time during the term of this lease, Landlord desires to sell all or any portion of its interest in the Premises (“Landlord’s Interest”), 21.1 Landlord shall deliver a provide Tenant with written notice thereof (the "Availability Notice") from time to Tenant, which notice time when Landlord determines that any Offer Space (as defined below) will become Available (as defined below). Landlord shall indicate provide the sale price and Offer Notice to Tenant within fifteen (15) days after the other terms and conditions upon date on which Landlord is willing to sell Landlord’s Interest determines that the particular Offer Space (the “Sale Notice”)"Specific Offer Space") will become Available. The Sale Notice shall constitute an offer to sell Landlord’s Interest to Tenant at As used herein, "Available" means that the price and upon the terms and conditions contained therein. Tenant shall have thirty (30) calendar days after its receipt of the Sale Notice within which to deliver an executed counterpart of the Sale Notice to Landlord, which shall then constitute the purchase and sale agreement between the parties. If Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, then Landlord shall be relieved of its obligations under this Section 9.04 and may freely sell Landlord’s Interest to any person or entity, provided that space (i) such sale is consummated within eight (8) months following not part of the date the Sale Notice was delivered to TenantPremises, (ii) the purchase price for such sale is not less than ninety-five percent (95%) of the price set forth in the Sale Notice then subject to a lease, and (iii) the material terms is not then subject to any rights of such sale are substantially the same tenant to renew their lease or expand their premises as the terms set forth in their lease. As of the Sale NoticeLease Date, Landlord represents and warrants that the Offer Space is not subject to any rights of tenants under existing leases. After As of the consummation of such sale or if Tenant fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth Lease Date, Landlord is negotiating a lease in the Sale NoticeBuilding with EDG. Landlord shall have no obligation to give an Availability Notice with respect to the space leased by EDG, Landlord’s Interest including without limitation any space as to which EDG has a fixed obligation to include in its premises; provided that with respect to any other expansion right of EDG, that expansion right shall no longer be subject subordinate to the rights of Tenant under this Article 9.04.21. As used herein, "Offer Space" means all space in the Building not leased by Tenant. The Availability Notice shall:

Tenant’s Right of First Offer. If, at any time during the term of this lease, Landlord desires 61.01 Upon and subject to sell all or any portion of its interest in the Premises (“Landlord’s Interest”), Landlord shall deliver a written notice thereof to Tenant, which notice shall indicate the sale price and the other terms and conditions upon which Landlord is willing to sell Landlord’s Interest (the “Sale Notice”). The Sale Notice shall constitute an offer to sell Landlord’s Interest to Tenant at the price and upon the terms and conditions contained therein. Tenant shall have thirty (30) calendar days after its receipt of the Sale Notice within which to deliver an executed counterpart of the Sale Notice to Landlord, which shall then constitute the purchase and sale agreement between the parties. If Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in this Article 61, Landlord hereby grants to Tenant a right of first offer (the Sale Notice"Right of First Offer") covering that office space located upon the seventeenth (17th) floor of the Building, then consisting of approximately 3,000 square feet of rentable area and which is depicted on Exhibit A-2 attached hereto (the "Offer Space"). The Right of First Offer shall be on the following terms and conditions: (a) If Landlord shall be relieved desire to lease all or any portion of its obligations under the Offer Space, as evidenced by the initiation of formal negotiations with or the issuance of a proposal to a third party by or on behalf of Landlord covering any portion of the Offer Space, or Landlord's acceptance of a proposal from a third party which will have an anticipated occupancy date occurring within the first thirty-six (36) months of the Term of this Section 9.04 and may freely sell Landlord’s Interest Lease, Landlord shall first offer to any person or entity, provided that lease such part of the Offer Space (ithe "Designated Offer Space") such sale is consummated within eight (8) months following the date the Sale Notice was delivered to Tenant, by giving written notice to Tenant. Such notice shall specify the date on which the Designated Offer Space is expected to be available for Tenant's lease (iithe "Scheduled Designated Offer Space Commencement Date"). Within seven (7) days after Landlord gives Tenant such notice, Tenant shall, by written notice to Landlord (the purchase price "Offer Notice"), elect or decline to exercise it Right of First Offer. If Tenant fails to deliver the Offer Notice to Landlord within such period of seven (7) days, Tenant shall be deemed to have declined to exercise its Right of First Offer. If Tenant declines or is deemed to have declined to exercise its Right of First Offer, Landlord thereafter shall have the right to lease such Designated Offer Space to any party upon such terms and conditions and for such sale period or successive period of time as Landlord, in its sole discretion, shall determine. Notwithstanding the foregoing, Tenant shall have no right to exercise the Right of First Offer (and, at Landlord's option, any previous exercise of the Right of First Offer shall be null and void) if at the time Tenant first attempts to exercise the Right of First Offer, or at any time thereafter until the Designated Offer Space has been added to the Leased Premises, Tenant is in default under this Lease. The Right of First Offer shall be subject and subordinate to any renewal, expansion and/or similar rights granted to any tenant of the Building prior to the date of this Lease or granted to any tenant leasing any Designated Offer Space after the Tenant declines or is deemed to have declined to exercise its Right of First Offer. The Right of First Offer shall terminate in any event, upon the last day of the thirty-sixth (36th) month of the Term. (b) In the event Tenant exercises the Right of First Offer, Tenant shall deliver to Landlord the Tenant's proposed layout plans and specifications for such Designated Offer Space (the “DOS Layout Plans”) within ten (10) business days after delivery of the Offer Notice. The DOS Layout Plans shall provide for a level of improvements comparable to the level of the Landlord’s Work, shall provide for the use of a reasonable quantity of Building standard materials and finishes, and shall be subject to Landlord’s approval. Upon the Offer Notice being given and within such time as Landlord reasonably determines is necessary to complete such Designated Offer Space for occupancy, Landlord shall cause such Designated Offer Space to be improved and completed in a manner consistent with the approved DOS Layout Plans (the "Designated Offer Space Improvements"). Landlord and Tenant acknowledge that Tenant will continue to occupy the Leased Premises during construction of the Designated Offer Space Improvements and Tenant confirms its understanding that completion of the Designated Offer Space Improvements may result in noise, vibration, dirt, dust and other circumstances necessarily arising from such construction. Landlord shall have no liability (and Tenant shall not less than ninety-five percent be entitled to claim damages or any actual or constructive eviction, or right of offset or reduction in its rent or other monetary obligations) as a consequence of any disruption or interference with Tenant’s use of the Leased Premises or conduct of its business throughout the completion of such construction. The "Commencement Date" with respect to the Designated Offer Space (95%"Designated Offer Space Commencement Date") shall be deemed to be that date which is the later of the Scheduled Designated Offer Space Commencement Date or the first business day after the substantial completion of the Designated Offer Space Improvements. (c) Landlord shall afford Tenant and its employees and agents (each herein referred to as a "Tenant Party" and collectively the "Tenant Parties") access to the Designed Offer Space at reasonable times prior to the occupancy of the Designed Offer Space only in the presence of a representative of the Landlord, and at Tenant's sole risk and expense, for the purposes of inspecting and verifying Landlord's performance of the Designed Offer Space Improvements. Tenant shall advise Landlord promptly of any objection to the construction of the Designed Offer Space Improvements. Within fifteen (15) days after the Designed Offer Space Improvements are completed, Landlord and Tenant shall prepare a mutually agreed upon list ("DOS Punch List") of items of the price Designed Offer Space Improvements that need to be corrected or repaired. Landlord agrees to cause the items set forth in the Sale DOS Punch List to be corrected or repaired within thirty (30) days after the date the DOS Punch List is prepared. As used in this subsection 61.01(c), "DOS Punch List" items means minor details of construction or decoration that do not interfere with Tenant's use and enjoyment of the Desiganted Offer Space. (d) The Designated Offer Space shall be added to the Leased Premises, for all purposes, as of the Designated Offer Space Commencement Date for the balance of the Term of this Lease and subject to and upon the following economic terms and all of the other terms, covenants and conditions of this Lease, except that: (i) in the event the Designated Offer Space Commencement Date occurs during the first nine (9) months of the Term of this Lease, Base Rent for the Designated Offer Space shall be at the same rate payable by Tenant for the Leased Premises on a per rentable square foot basis. For example purposes, if Tenant delivers its Offer Notice to Landlord on January 1, 2007 concerning the Designated Offer Space consisting of 3,000 square feet of rentable area with a Designated Offer Space Commencement Date of the first day of the seventh (7th) month of the Term, the annual Base Rent for such Designated Offer Space shall be (w) $58,500.00 during the seventh (7th) through the twelfth (12th) month of the Term (based on a rate of $19.50 per r.s.f. per annum); (x) $61,500.00 during the thirteenth (13th) through the thirty-sixth (36th) month of the Term (based on a rate of $20.50 per r.s.f. per annum), (y) $66,000.00 during the thirty-seventh (37th) through the forty-eighth (48th) month of the Term (based on a rate of $22.00 per r.s.f. per annum), and (z) $67,500.00 during the forty-ninth (49th) through the sixty-third (63rd) month of the Term (based on a rate of $22.50 per r.s.f. per annum). (ii) in the event the Designated Offer Space Commencement Date occurs after the expiration of the ninth (9th) month of the Term of this Lease, the Base rent shall be at the “Designated Offer Space Fair Market Rental Rate” or “DOS FMRR” as defined in subsection 61.01(e) below. (iii) Landlord shall make available to Tenant and Tenant shall have the material non-assignable option to rent from Operator (hereinafter defined) one (1) unreserved parking space located within the Parking Garage (hereinafter defined) for every 1,000 square feet of rentable area contained in the Designated Offer Space at the monthly rate posted from time to time by the Operator and otherwise subject to the terms of such sale are substantially the same Parking Agreement attached hereto as Exhibit D (the terms set forth in “Parking Agreement”). Tenant must exercise its option to rent any additional parking spaces within thirty (30) days after the Sale Notice. After the consummation of such sale or if Tenant fails Designated Offer Space Commencement Date. (iv) Tenant's Proportionate Share shall be increased to close the purchase of Landlord’s Interest a new percentage, calculated in accordance with the terms provisions of the Lease by increasing the rentable area of the Leased Premises by the number of square feet comprising the rentable area of such Designated Offer Space. Tenant's obligation to pay Base Rent and conditions the additional rent calculated pursuant to the Lease for the Designated Offer Space shall commence on the Designated Offer Space Commencement Date. Upon addition of the Designated Offer Space to the Leased Premises, the Lease shall be deemed modified in the manner set forth in above without the Sale Noticenecessity of any further agreement or document; provided, however, Landlord and Tenant agree to execute, acknowledge and deliver an instrument evidencing such modification of the Lease to be prepared by Landlord’s Interest shall no longer be subject to this Article 9.04.

Tenant’s Right of First Offer. If, at any time during the term of this lease, Landlord desires to sell all or any portion of its interest in the Premises (“Landlord’s Interest”), Landlord shall deliver a written notice thereof to Tenant, which notice shall indicate the sale price and the other terms and conditions upon which Landlord is willing to sell Landlord’s Interest (the “Sale Notice”). The Sale Notice shall constitute an offer to sell Landlord’s Interest to Tenant at the price and upon the terms and conditions contained therein. Tenant shall have thirty (30) calendar days after its receipt Article 61 of the Sale Notice within which Addendum to deliver an executed counterpart of the Sale Notice Lease is amended and restated to Landlord, which shall then constitute the purchase provide in its entirety as follows: Upon and sale agreement between the parties. If Tenant fails subject to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with all the terms and conditions set forth in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ hereby grants to Tenant during the Sale NoticeTerm of the Lease as amended herein, then a continuous and ongoing right of first offer (the "Right of First Offer") covering that office space located upon the thirty-third (33rd) floor of the Building, consisting of approximately 12,382 square feet of rentable area and which is depicted on Exhibit A-3 attached hereto (the "Offer Space"). The Right of First Offer shall be on the following terms and conditions: (a) If Landlord shall be relieved desire to lease all or any portion of its obligations under this Section 9.04 and may freely sell the Offer Space, as evidenced by the initiation of formal negotiations with or the issuance of a proposal to a third party by or on behalf of Landlord covering any portion of the Offer Space, or Landlord’s Interest 's acceptance of a proposal from a third party, Landlord shall first offer to any person or entity, provided that lease such part of the Offer Space (ithe "Designated Offer Space") such sale is consummated within eight (8) months following the date the Sale Notice was delivered to Tenant, by giving written notice to Tenant. Such notice shall specify the date on which the Designated Offer Space is expected to be available for Tenant's lease (iithe "Scheduled Designated Offer Space Commencement Date"), and the length of the term the Designated Space is to be leased for (the "Designated Offer Space Lease Term"). Within six (6) business days after Landlord gives Tenant such notice, Tenant shall, by written notice to Landlord (the purchase price "Offer Notice"), elect or decline to exercise it Right of First Offer. If Tenant fails to deliver the Offer Notice to Landlord within such period of six (6) business days, Tenant shall be deemed to have declined to exercise its Right of First Offer. If Tenant declines or is deemed to have declined to exercise its Right of First Offer, Landlord thereafter shall have the right to lease such Designated Offer Space to any party upon such terms and conditions and for such sale period or successive period of time as Landlord, in its sole discretion, shall determine. Notwithstanding the foregoing, Tenant shall have no right to exercise the Right of First Offer (and, at Landlord's option, any previous exercise of the Right of First Offer shall be null and void) if at the time Tenant first attempts to exercise the Right of First Offer, or at any time thereafter until the Designated Offer Space has been added to the Leased Premises, Tenant is in default under the Lease as amended herein. The Right of First Offer shall be subject and subordinate to any renewal, expansion and/or similar rights granted to any tenant of the Building prior to the date of this First Amendment or granted to any tenant leasing any Designated Offer Space after the Tenant declines or is deemed to have declined to exercise its Right of First Offer. (b) In the event Tenant exercises the Right of First Offer, Tenant shall deliver to Landlord the Tenant's proposed layout plans and specifications for such Designated Offer Space (the “DOS Layout Plans”) within twenty (20) business days after delivery of the Offer Notice. The DOS Layout Plans shall provide for a level of improvements comparable to the level of the Landlord’s SLP Work, shall provide for the use of a reasonable quantity of Building standard materials and finishes, and shall be subject to Landlord’s approval. Notwithstanding the foregoing provisions of this subparagraph 5(b), the cost and expense of completing the Designated Offer Space Improvements on a per rentable square foot basis shall not less than ninety-five percent exceed the product of $0.42 multiplied by the number of months expected to occur during the Designated Offer Space Lease Term, unless the Tenant provides funds to Landlord in a manner reasonably acceptable to Landlord to pay for any costs and expenses in excess of such limit. Upon the Offer Notice being given and within such time as Landlord reasonably determines is necessary to complete such Designated Offer Space for occupancy, Landlord shall cause such Designated Offer Space to be improved and completed in a manner consistent with the approved DOS Layout Plans (95%the "Designated Offer Space Improvements"). Landlord and Tenant acknowledge that Tenant will continue to occupy the Leased Premises during construction of the Designated Offer Space Improvements and Tenant confirms its understanding that completion of the Designated Offer Space Improvements may result in noise, vibration, dirt, dust and other circumstances necessarily arising from such construction. Landlord shall have no liability (and Tenant shall not be entitled to claim damages or any actual or constructive eviction, or right of offset or reduction in its rent or other monetary obligations) as a consequence of any disruption or interference with Tenant’s use of the Leased Premises or conduct of its business throughout the completion of such construction. The "Commencement Date" with respect to the Designated Offer Space ("Designated Offer Space Commencement Date") shall be deemed to be that date which is the later of the Scheduled Designated Offer Space Commencement Date or the first business day after the substantial completion of the Designated Offer Space Improvements. (c) Landlord shall afford Tenant and Tenant Parties access to the Designed Offer Space at reasonable times prior to the occupancy of the Designed Offer Space only in the presence of a representative of the Landlord, and at Tenant's sole risk and expense, for the purposes of inspecting and verifying Landlord's performance of the Designed Offer Space Improvements. Tenant shall advise Landlord promptly of any objection to the construction of the Designed Offer Space Improvements. Within fifteen (15) days after the Designed Offer Space Improvements are completed, Landlord and Tenant shall prepare a mutually agreed upon list ("DOS Punch List") of items of the price Designed Offer Space Improvements that need to be corrected or repaired. Landlord agrees to cause the items set forth in the Sale Notice DOS Punch List to be corrected or repaired within thirty (30) days after the date the DOS Punch List is prepared. As used in this subparagraph 5(c), "DOS Punch List" items means minor details of construction or decoration that do not interfere with Tenant's use and (iii) enjoyment of the material terms of such sale are substantially the same as the terms set forth in the Sale Notice. After the consummation of such sale or if Tenant fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04Desiganted Offer Space.

Tenant’s Right of First Offer. IfThe Tenant, at any provided it is in occupancy of the whole of the Leased Premises and is not in default under the terms of the Lease, shall have a one time during right of first offer, with respect to the term of this leasepremises civically described as ▇▇▇▇▇ ▇▇▇, Landlord desires to sell all or any portion of its interest in ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (collectively the Premises (“Landlord’s InterestAdditional Premises”), Landlord shall deliver a written notice thereof to Tenant, which notice shall indicate the sale price and the other terms and conditions upon which Landlord is willing to sell Landlord’s Interest (the “Sale Notice”). The Sale Notice shall constitute an offer to sell Landlord’s Interest to Tenant at the price and upon on the terms and conditions contained therein. and in the manner as follows: (a) Upon the Additional Premises becoming available for lease the Landlord will be written notice advise the Tenant of same, such notice to identify the premises in question. (b) Upon receipt of the Landlord’s written notice as set out above, the Tenant shall have thirty seven (307) calendar business days after its to submit to the Landlord an offer to lease (the “Offer”) with respect to the Additional Premises, such Offer to contain the terms under which the Tenant would be prepared to lease the Additional Premises from the Landlord including, without limitation, the basic rent payable and the term. Should the Tenant fail to submit an Offer to the Landlord within such seven (7) business day period, this right of first offer will cease to be of any force or effect with respect to the Additional Premises described in the Landlord’s notice. (c) Upon receipt of the Sale Notice within which Offer, the Landlord shall have seven (7) business days to deliver an executed counterpart of accept the Sale Notice same, and if the Landlord does so accept the Tenant’s Offer there will be a binding agreement to Landlord, which shall then constitute lease the purchase and sale agreement Additional Premises between the parties. If Landlord and the Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, then Landlord shall be relieved of its obligations under this Section 9.04 and may freely sell Landlord’s Interest to any person or entity, provided that (i) such sale is consummated within eight (8) months following the date the Sale Notice was delivered to Tenant, (ii) the purchase price for such sale is not less than ninety-five percent (95%) of the price set forth in the Sale Notice and (iii) the material terms of such sale are substantially the same as on the terms set forth out in the Sale Notice. After the consummation of such sale or if Tenant fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04Offer.