STATE OF CALIFORNIA DEPARTMENT OF REHABILITATION

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Schedule 11,1-2" Right of First Offer I OEM. Subject to all of the terms and conditions of this Exhibit ,"I" Tenant shall have the right (the "Right or 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 Tenn. The "Fist Right Space" means any space on the second (2nd) floor of the Building lint is not within the Promises. 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 (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 die lease of all or any portion of the First Right Space that is delivered by Landlord to a third patty, or that is received by Landlord from a third party, in either case, on terms 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 lie Effective Date or (If) are for the renewal or extension of the term of the lease for any then existing tenant of the applicable portion of the First Right Space). Procedure for Offer and Acceptance. 2.1 Fist Offer Notice. Subject to the 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 (lie "First Offer Notice"), The First Offer Notice shall also: (a) describe (and state the Rentable Area off the portion of the First Right Space that is then Available for Lease (the "Offered First flight Space"), (b) state the date (ilia "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (c) stale Landlord's determination of die economic terms (including the Base Rent, Base 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 cotermlaous with the lease for the Premises, provided that: (i) if there shall be less than five (5) years remaining in the Term as of the at ilia Offered Space Scheduled Commencement Dale for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising on Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedulo "J-2" to (ease any portion of doe First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years of the Term unless, (A) at such time, Tenant shall have an unexercised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option. 2.2 Tora is Acceptance Notice. Tenant may exercise its right to lease the Offered First Right Space identified hi any First Offer Notice only by delivering to Landlord, not more than ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written notice ("Tenant's Acceptance Notice") stating that 'Tenant accepts Landlord's oiler to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery of any First Offer Notice, time being of the essence, then subject to Section 2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First Right Space mid, Landlord shall be fine to lease the Offered First Right Spnce described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord in its sole discretion may desire. 2.3 Landlord's Obligation to Re -Offer. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terms that are more than tell percent (10%) more favorable (on an annualized net effective rent basis) than the Offered Terms specified in the First Oiler Notice, subject to all of the terms and conditions of this Schedule "J-2", Landlord must re -offer such Offered First flight 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 Oils Schedule "J-2". and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in accordance with Section 1.1.2(b) or this Schedule ".I-2" provided that Tenant 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 fit accordance with this Section 2.3, Term: Rcnt: Other forms. 3.1 irTenom duly exercises its Right of First Offer in accordance with this Schedule "J-2" with respect to any Offered First Right Space that is identified in any First Offer Notice (any such space "Leased First Right Space"). then: (a) the term orthe lease of such Leased First Right Space shall commence upon the date (the "First Right Commencement Date") that Landlord tenders to Tenant delivery of possession of such Leased First Right Space, (b) the expiration of Tenant's lease 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 ilia contrary in this Schedule •'J-2" , the remaining terms ofTenant's (ease of such Lensed First Right Space shall be the tens and conditions of ills Lease (provided that all provisions of the Lease which vary based upon the Rentable Area of ilia Premises shall be adjusted to reflect the addition of the Lensed First Right Space to the Promises) and (b) Landlord and Tenant shall reasonably promptly thereafter execute an amendment to this Lease for such Leased First Right Space upon the terms and conditions as set forth in the Firs( ORer Notice, subject to the provisions orthis Schedule "1--2", 3.2 The munthhy base rent payable by Tenant with respect to any Leased First Right Space (tile "ROFO Rent") shall commence on the applicable First Right Commencement Date and Shull be equal to the product 01': (a) the number of square Net of Rentable Area contained In such Leased First Right Space and (b) the FMRR for• such Lensed First Bight Space. Ifin the applicable Acceptance Notice, Tenant expressly rejects Landlord's determination of the FMRR (and ROFO !tent) lip• the applicable Leased First Right Space, then die FMRR (and ROM Rent) for such Leased First Right Space shall be determined in accordance with Schedule •9-3 provided that if the FMRR (and ROFO Ilent) for any Leased First Right Space shall not be determined as of the First Right Commencement Dole. tine parties shall utilize Landlord's Submitted FMRR (defined below) to dolcrutine the ROFO Rent for the Applicable Leased First Right Space, told if 3bmmt's Submitted FMRR shall be ultimately selected pursuant to 891 IV Clrir Craver Dr— Cih, nfSmmn. inn Lnnca -J- lixitibir J