CALIFORNIA, STATE OF EMPLOYMENT DEVELOPMENT DEPARTMENT (2)

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Schedule "J-2" Right of First Offer I titan . Subject to all of the terms and conditions of this Exhibit " " Tenant shall have the right (the "Right or First War") to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Term, The "First Right Space" means any space on the second (2"a) floor of the Building that is not within the Premises. A portion of the First Right Space shall be "Available For Lease" IF., (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (0) such space is not subject to any then existing expansion or renewal rights of any type that is or are set forth in any lease affecting space it) the Project, "A Third Party Offir" means any written offer or proposal for the lease of all or any portion of the First Right Space that is delivered by Landlord to a'thied party, or that is. received by Landlord from a third party, in either case, on terns that are acceptable to Landlord (excluding any`sucoffers ,,or proposals that either (I) relate to any expansion or renewal rights that are set h forth in any lease affecting space in the Project trat:exists a$ of the Effective'Oate or 01) are for the renewal or extension of the tern of the lease for any then existing tenant of the applicable portion of the First Right Space). 2.1 Pi becomes Available to describe (and state the state the date (the "0. available for delivery Allowance, abated Rei (die "Offered Terms' Premises, provided:tht Date for any Offered F First Right Space is ci have no right under th will occur during the shall, in its Tenant's A oti c, Subject- to the terms and'condifions of this andford shall notify Tenant ' thereof' ii witfng (the' Area of) tire portion of the'First Right Space that is d ice SchCduled Commencement Date") upon which (a) stets Landlord's determination of the econon• er Rent Concessions defined below) on which"Landl Instate dint the expiration of Tenant's lease of the I ere shall be less than five (5) years remaining in the' Space, the First Offer Notice shall state that Tenant's such 2.2" Tcnaht's Accentance Natiee. Tenantmay exercir Notice only by delivering to Landlord, not -more than ten (10) businet notice ("Tenant's Acceptance Notice") Stating that Tenant accepts I deliver Tenant's Acceptance Notice to Landlord within Rve (3) husine essence, then subject to Section 2.3 below, Tenant's. Right of First C Landlord shall be free to lease the Offered First Right Space describe( rates and upon such term$ as Landlord in its sole,tllscetion may desire. 2.3 Landhir person or entity on economic Terms specified. in the First C Right Space to Tenant on the Section 2.1 of this Schedule Notice in accordance. with Si such First Offer Notice'withi Tenant in accordance with Elul hedu c " -2". if all or any portion of the First Right Space' •st Offer Notice"). The First Offer Notice shall also: (a) Available for Lease (the "Offered First Right Space"), (b) ndlord then believes the Offered First Right Space will be terms (including tile Base Rent, Base Year, Improvement is willing to lease the Offered First Right Space to Tenant t.Right Space shall be coterminous with the lease for the »as or the at the Offered Space Scheduled Commencement .r6se. orits Right of First Offer with respect. to such Offered ion (with it being understood and agreed that Tenant shall which the Offered Space Scheduled Commencement Date mall have an unexereised Extension Option and (B) Tenant right to tease the Offered First Right Spaceidentified In, any First Offer 's-otter Landlord's delivery of the applicable First Offer Notice, written ord's otter to Tense the Offered First Right Space.. If Tenant clots not ys after Landlord's delivery o'any First Offer Notice, timebeing of Elie shall no longer apply to time applicable Offered First Right Space mid, re First Offer Notice to third parties selected by Landlord at such rental Elie foregoing, before lensing oily Offered First Right Space to any other fie favorable (Oil all ptinuadzed net effective rent basis)than the Offered ditions orthis Sclt u ",g J-2'_, Landlord must re -offer such Offered First economic terms by delivering another first Ol`fer Notice with respect to such space in accordance with af'shall again have she right to elect to lease such space by: delivering a Tenant's ROM Acceptance I' this Schedule 1-2" provided that Tenant shut[ have only five (5)'business days after receipt of any •er its Tenants Acceptance Notice with respect to such Offered Pint Right Space that Is re -offered to 3.1 if Tenant duly exercises its Right of I iisi Offer ui aocorda ig wrfh this Schedule ".f-2" with respect to tiny Offered first Right Space that is identified in any First Offer Notice (anysuch space "Leased i•irst Rr;bt Sparc") Thum (n) the lerni of the lease of such Leased First Right Space shall commence upon the date (tie •'Firs( Right Cdruneneentenf Date") that Landlord cndcrs to Tenant delivery of possession of such Leased First Right Space, (b) the expiradon orTini ill's lease of the Leased First Right Space shall be coterminous with the termination of the Lease I'or the then existing Premises, (c) except as axpressly'provrdedmo 'J.2" the remaining terms of Tenant's lease of such Leased First Right Space shalt be the menus findcoitdrnmms of till. l.en,d"jpivr�ided ttae'alfprovisions of the Lease which vary based upon the Rentable Area of the Premises shnli be adjusted to iellecl time idldiEidn of the LcatsJ First Right Space to the Premises) kind (b) Landlord and Tenant shall reasonably promp(ly lherealler execute an mimendmcnt to this tease for such Leased First Right Space upon the ternis and conditions as set forth in the First Offer Notice, subject to the provisions of this Schedule") 2" . more than ten 3.2 l he monthly base rent payable by Tenant with respect to any Lensed First Right Space (the "ROFO Rent") shall commence on the applicable First Right Commencement Date and shall be equal to the product Of: (a) time mimlaer of Sxluarc ILv1 of Rentable Area contained in such Leased First Right Space and (b) tie FbIRR for such leased First Right Space Irin the applicable Acceptance Notice, Tenant espresaly rejects Landlord's determination of the FbIRR (and ROPE) Rent) for the applicable Leased First Right Space. then the FMRR (and ROFO Rent) for such Leased First Right. Space shall be determined in accordance with Schedule "J-3". provided that if the FMRR (and ROFO Rent) for any Leased First Right Space shall not be determined es of the First Right Commencement Date. the parties shall utilize 1.,andlord's Submitted FMRK (defined below) to determine the R0170 Rent for the applicable Leased First Right Space, and if Tenant's Submitted FMRR shall be uldinatcly 'selected pursuant to 801 3. fxhibii.1 ID