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Schedule ",1-2" Right of First Orfer I Grunt. Subjject to all of the (erns and conditions of this Exhibit "I".'Tenant shall have the right (tile "Right of First Offer") 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 Leaso" 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 (a) such space is not subject to any than existing expansion or renewal rights of any type that is or are set forth in any lease affecting space in the Project. "A Third Party Offer" means any written offer or proposal for the leuse of all or any portion 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, on temps that are acceptable to Landlord (excluding any such offers or proposals that either: (i) relate to any expansion or renewal rights that are set forth In any lease affecting space in the Project that exists as of the Effective Date or (if) 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). Procedure for Offer and Accontance. 2,1 First Offer Notice, Subject to time terms and conditions of this Schedule "J-2" if all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereof in writing (the "First Offer Notice"). The First Offer Notice shall also: (a) describe (and state the Rentable Area of) the portion of the First Right Space flint is then Available for Lease (the "Offered First Right Space"), (b) state the date (the "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (a) state Landlord's determination of the economic tens (including the Base Rent, Bose Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (the "Offered Terms"), and (d) state that the expiration of Tenant's lease of the First Right Space shall be coterminous with the lease for the Premises, provided that: (i) if there shall be less thnn rive (5) years remaining in the Term as of the at the Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right orFirst Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule J-2" to lease oily portion of the First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years or the Term unless, (A) at such time, Tenant shall have an unexercised Extension Option and (B) Tenant shall, lit its Tenant's Acceptance Notice, exercise such Extension Option. 2,2 'fount's Acceptance Notice. Tenant may exercise its right to lease (he Offered Fh•st Right Space identified in any First Offer Notice only by delivering to landlord, not more (limn ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written notice("Terwnfs Acceptance Notice") stating that Tenant accepts Landlord's oflor to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business clays after Landlord's delivery or any First Offer Notice, time being of the essence, than subject to Section 23 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First Right Space and, Landlord shall be face to lease the Offered First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terns as Landlord fit its sole discretion may desire, 23 Landlord's Ohlieation (a 12e-Offer Notwithstanding die foregoing, before leasing any Offered First Right Space to oily other person or entity on economic terms that are more than ten percent (10%) more Favorable (on tin annualized net effective rent buia) than the Offered -terms specified in the First Otter Notice, subject to all of the terms and conditions of this Schedule'?-2", Landlord must re -offer such Offered First Right Space to 'tenant on the more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with Section 2.1 of this Schedule "1-2" and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROFR Acceptance Notice in accordance with Section 1,1.2(b) of (his Schedule 1I-2" provided that'renant shall have only five (5) business days after receipt of any such First Offer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First (tight Space that is re -offered to Tenant in accordance with this Section 2.3, Term: Rent: Other T'e•nhs. 3.1 If Tenant duly exercises its Right of First Offer in accotdanee with this Schedule •'J-2" with respect to any OR'cred First Right Space that is identified in any First Offer Notice (any .such space "Leased First Right Space"). than; (a) the term or the lease oI'such Leased First Right Space shall commence upon the (late (the "First Right Commencement Date") that Land Iold tenders to ]'chant delivery of possession of such Leased First Right Space, (b) the expiration a('Tenant's le use of die Leased First Right Space shall be coterminous with the termination of the Lease for the then existing Premises, (c) except as expressly provided to the contrary in (his Schedule •'J-2" , the remaining terms of Tenant's lease orsuch Leased First Right Space shall be the terns and conditions or this Lease (provided that all provisions of the Lease which vary based upon the Rentable Area of the Premises shall be adjusted to reflect the addition o'the Lensed First Right Space to the Premises) and (b) Landlord zinc] Tenant shall rtusonabiy promptly thereafter execute nil amendment to this Lease for such Leased First Right Space upon the terms and conditions as set forth in the First Offer Notice, Humbled to the provisions orthis Schedule "J 2". 3.2 l'he monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Bent") shall commence on the applicable First Bight Commencement Date and Shull be equal to the product ill': (a) the number of square real of Rentable Area contained in such Loused First Right Spuce and (b) the FMRR for such Leased First Right Space. If in the applicable Acceptance Notice, Tenant expressly rejects Landlord's delcrntinaion of the FMRR (anti ROFO treat) Ibr the applicable Leased First Right Space, than the FMRR (and ROFO Rent) Ibr such Leased First Right Space shall be detenined in accordance with Schedule "J-3", provided that irthe F1vIRR (and R01-0 Bent) for any Loosed First Right Spam shall not be determined as orthe First Right Conmtencenhent Dute. the parties shall utilize 1-un(1101Ws Submitted FMRR (defined below) to de(eraimC the ROFO Rent for the applicable Leased First Right Spuce, and if l'cnanCs Suhnhittcd FMRR shall be ultimately selected pursuant In 801 WCHIc Center Dr— C'itynfSonin Ana Leta,, -3- lixhibil J