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EXHIBIT 3
<br />Schedule"d-2e
<br />Itieht or First Win
<br />I Ornnt. Subject to ail of the (emits and conditions orthis alib it " " Tenant shall have the right (the "Right of First Offer") to elect to
<br />lease any portion ordhe First Right Space (defined below) flint becomes Available for Lease (defined below) at any time during the Tenn, The "First
<br />Right Space" micros any space on file second (2'4) floor of the Building dint is not within the Promises. A portion of the First Right Space shall be
<br />"Available For Lease" iC (a) Landlord receives a Third Patty Offer (defined below) with respect to such space, (b) such space is vacant or is
<br />scheduled to b000me vacant within six (t) months, and (c) such space is cal subject to any Ilion existing expansion or renewal rights orally type that
<br />is or are set Aran in any lease affecting space in the Project. "A Third Party Offer" means any written offeror proposal far the lease of all or any
<br />Partial) of the First Right Space that Is delivered by Landlord to a third party, or that Is received by Landlord from a third party, in either case, an leans that are acceptable to Landlord (excluding any such OJI Or proposals that either: (i) relate to any expansion or renewal rights that are set
<br />forth In any lease affecting space hr the Project that exists as of die Vocllve Date or (Iq are for the renewal or extension ortho lean of the lease for any then existing tenant of the applicable portion of the First Right Space),
<br />Prneodure for Offer an(I,Q,ccentanee,
<br />2,1 First Offer Notice , subject to tie forms and conditions of this Schedule '12", if all or any portion of the First Right Space
<br />becomes Available for Lease, Landlord shall notify Tenant thareorin writing On "Fits( Offer Notice"). Thu First Offer Notice shall also: (a)
<br />describe (and state tie Rentable Area ol) the portion of the First Right Space that is diem Available for Lease (the "Offered First Right Space"), (b)
<br />state the date (the "offered Space Scheduled Cominencament Date") upon which Landlord than believes the Offered First Right Space will be
<br />available for delivery to Tenant, (a) auto Landlord's determination Of the economic tarns (including the Base Rent, Base Year, Improvement
<br />Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant
<br />(die "Offered Terms'5, and (d) slate flint Ise expiration or Tenant's lease of the First Right Space shall be coterminous with the lease for the
<br />Premises, provided that: (i) If there shall be less than five (5) years remaining in the Term as of the at the Offered Space Scheduled Commencement
<br />Data for any Offered First Right Space, the First Offer Native shall state that Tenant's exercise of its Right of First Offer with respect to such Offered
<br />First Right Space is conditioned upon Tenant concurrently exorcising an Extension Option (with It being understood and agreed that Tenant shall
<br />have no right under this 1
<br />2
<br />hedule'9.2" to lease oily portion of die First Right Space for which the offered Space Scheduled Commencement Date
<br />ME occur during the last five (5) years of the Tenn unless, (A) at such time, Tenant shall have an unexerclsed Extension Option and (B) Tenant
<br />shall, in its Tenant's Acceptance Notice, exercise such Extension Option,
<br />2.2 Tenant's Accentonce Notice. Tenant may exercise its right to lease the Offered First Right Space identified In. any First Offer
<br />Notice only by delivering to Jandlord, not more then ten (10) business days after Landlord's deHicy orthe applicable First Offer Notice, written
<br />notice ("Tenant's Acceptance Notice") stating that Tenant accepts Landlord's Offer It) lease the offered First Right Space. I Tenant does not
<br />deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery crony First Offer Notice, time being of ute
<br />essence; that' subject to Sectian2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First,Right space mid,
<br />Landlord shall be free to lease the Offered First Right space deserlbed in the First Offer Notice to third parties selected by Landlord at such rental
<br />rates and upon such terms as; Landlord in its sale discretion may desire.
<br />23 1,andtard's Obligation to Re-Orfer, Notwilhstmiclina die foregoing, before leasing any Offered First Right Space to lily other
<br />Poison or entity on econamie terms that are more than ten percent (10%) more favorable (on an annualized net effective rent basis) than tie Ortered
<br />Terms specified in the First Offer Notice, subject to all ordhe terms and conditions trade Schedule '9 2", Landlord most re -offer such Offered First
<br />Right Space to Tenant on the micro favorable economic terns by delivering another First Offer Notice with respect to such space in accordance with
<br />eetfou 2 of this Sehedula 1-2" and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance
<br />Notice in aecrrdanee with Section 1, 1.2(bl or this Schedule "I-2" provided that Tenant shall have only five (5) business days after receipt of tiny
<br />such First Offer Notice within which to deliver its Tenant's Acceptance Notice widh respect to such Offered First Right Space that is re -offered to
<br />Tenant in accordance with this Section 2.3.
<br />'term: Rent' Other Terms.
<br />3.1 irTemmit duly exercises its Right DrItirat OITer in accordance with (his Schedule •J-2" with respect to tiny Oflbred First Right
<br />Space that is id on affect in any First Offer Notice (ony such splice "Lensed First Right Space"), then: (11) the leml Of the lasso Or such Leased First
<br />Right Space shall commence upon Ilia date (die "Fist Right Commencement Data") that Landlord tenders to Tenant delivery of possession ofsuch
<br />Leased First Right Space, (b) the expiration orTenant's lease of die Leased First Right Space shall be coterminous with the termination oflhe Lease
<br />i'ar the than existing Premises, (c) except as expressly provided to the contrary in this Schedule "1.2", the renmining terns orTenan0s henna Orsini,
<br />Leased first Right Space shall be the tenns slid condillons orthis Lease (provided that all provisions of the Lease which vary based upon the
<br />](eatable Aran Grille Paeni(scs shall be adjusted to reflect the addition ortho Lensed First Right Space to the Prenrlses) and (b) Landlord and Tenant
<br />shall reasonably promptly lllereullm execmc tin nmendnvent to this Lease for such Leased First Right Space upon Ilia trials call conditions as act flair
<br />Ili the First Oiler Notice, subject to the provisions orthls Schedule "J-21 ,
<br />3.2 Tile monthly base real payable by Tenant With respect to tiny Leased First Right Space (tile "ROFO Ron(") shall continence on
<br />the applicable First Rfgbl Cmmlmnencemmlil Date and shall be equal In the prnduet Or: (a) the number or syuarr Net of Rentable Aron contained fin
<br />such Lensed First Right Space and (b) the FMRR for such Leased First [tight Space. If In the Applicable, Acceptance Notice,1'eumt expressly rejects
<br />Landlord's dclerninmion of the Ft (unit ROM Rent) Ibr Ilia applicable Lensed First Right Space, then the FMRit land ROM Real) fur sue],
<br />Leased Pihsl Right Spoo shall he dew In accordance with Schedule "d•3". provided Ilan it.' live FNIRR fund JIM Real) for tiny Leased First
<br />Right Space shall not ba dulermined as ordhe First Itighl Commencement Dute. the pardos shall uliliao 1.,l ndlord's Submitted FM ftlt (defined below)
<br />as tielerntine the ROM lianl fur the applicable Lensed First Right. Space, end IrTonatoN ,Submitted PNIRR shall be ul611111 iy seloctad pursuunl to
<br />801 IVChde CeurrrDr_ CIO, a/'Srxnrs it rrrr Lvare .3.
<br />Exhibit 1
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