CALIFORNIA, STATE OF EMPLOYMENT DEVELOPMENT DEPARTMENT (3)

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Schedule ",1-2" Rialit of First Offer I Ora . Subject to all of the terns and conditions of this Exhibit "J" 'Tenant shall have the right (the "Right of First Offer"') to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) of any time during the Term, The "First Right Space" meur5 any space on the second (2"d) Boor 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 (e) such space is not subject to any then existing expansion or ronewal rights of any type that is or are set forth in any lease affecting space in the Project. "A Third Party Otter" means any written offor or proposal for the lease 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 terms that are acceptable to Landlord (excluding any such offers or prnposnls 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 Bffective Date or (If) are for the renown) 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 Accentance. 2.1 First Offer Notice. Subject to tine terns 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 ot'the First Right Space that 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, (c) state Landlord's determination of the 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 coterminous 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 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 of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising all Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule J-2" to lease any portion of the First Right Space for which the Offered Space Scheduled Commencement Dote will occur during the last five (5) years of the Tenn 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 'renmut's Acceptance Notice, Tenant may exercise its right to lease the Offered First Right Space identified in any First Offer Notice only by delivering to Landlord, not more than ten (10) business days after Landlord's delivery of lore applicable First Offer Notice, vvritten notice ("Tenant's Acceptance No(ice") slating that Tenant accepts Landlord's otter to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to_Landlord-within-five (5)-lbuslrles"Nys after Undlords deliveiy� l` any-Fiu sLCMrl3o&z,limabeing of the, essence; dneu subject to Section 15 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First Right Space and, Landlord shall be free to lease the Offered First Right Space described in die First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlod in its sole discretion may desire. 23 Landlord's Obiiaation to Re -Offer. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terms [lint are more than inn percent (10%) more favorable (on an annualized net effective rent basis) than the Offered Terms specified in the First Otter Notice, subject to all of the terms and conditions of this Schedule ".I-2", Landlord must re-offor such Offered First Right Space to Tenant on the more favorable economic terms by delivering another First Often Notice with respect to such space in accordance with Section 2.1 ol'this 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 112(b) of this Schedule ".I-2" provided that Tenant shall have only Five (5) business days after receipt of any such Fhst Offer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First Right Space that is re-off'orcd to Tenant in accordance with this Section 2.3, Term; Rent; Other Terms. 3.1 if Termnt duly exercises its Right of first OITer in accordance with this Schedule "J-2" with respect to any Offered First flight Splice that is identified in any First Ofrer Notice (;my such space "Lensed First Right Spam")- then: (a) the term critic 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 Lensed First Right Space, (b) the expiration of Tenam's lease of the Leased First Right Space shall be coterminous with the termination of the Lease I'll- the then existing Premises, (a) except as expressly provided to the contrary in this Schedule "1-2" , the renmining terms of Tenan Cs lease of such 1-cased First Right Space shall be the terms and conditions of this Lease (provided that all provisions of [he Lease which vary based upon the Rentable Area ol'the Premises shall be adjusted to reflect the addition of the Leased First Right Space to the Premises) and (b) Landlord and'Tonant Shull reasonably pronmptly thereafter execute an amendment to this; Lease fir such Leased First Right Space upon the terms aid conditions as set forth in the First Offer Notice, subject to the provisions orthis Schedule ".1-2" 3.2 The monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Bent") shall commence on the applicable First Right Commencement Date and shall he equal to [be product of: (a) the number of squmn Icet of Rentable .Area contained in such Leased First Right Sparc and (b) the FNIRR Wr such Leased First Right Space, Uhl the applicable Acceptance Notice, l'ennnt expressly rejects Landlord's dalenrinatiun of the FNIRR (and RQFO Reno for mho applicable Leased first Right Space, [hen the FMRR and ROFO Rent) for such Leased First Right. Spnce shall be determined in accordance with Schedule "J-3". provided that if' file FMRR (and ROFO Rena for any Leased First Right Splice shall not be determined .ors ortbe First Right Commencement Dale. the parties shall utilize Landlord's Submitted FMRR (defined below) to determine the ROFO Rent for the applicable Leased Fist Right Sparc, and if l'enunCs Submitted FNIRR shall be ultimately selected pursuant to 901 If' Ovie Center Dr-C'ib, nf-Sanm anu Louse .3- Fshibit .1