Common use of Procedure for Offer Clause in Contracts

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Exercise Notice to Landlord pursuant to Rider 1 hereto.

Procedure for Offer. Landlord shall notify Tenant (the “"First Offer Notice”") from time to time when Landlord determines determines, in Landlord's sole and absolute discretion, that Landlord shall commence the marketing of any the First Offer Space (or any portion thereof) because such space shall become or Is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord’s 's proposed material economic terms and conditions applicable to Tenant’s 's lease of such space apace (collectively, the “ROFO "First Offer Economic Terms”"), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply during the last nine (9) [***] months of the Lease Term or Option Term (if applicable) unless, with respect to the initial Term unless Lease Term, Tenant has delivered an Interest Notice (as defined in the Extension Option Rider attached hereto) pertaining to Landlord pursuant to Rider 1 hereto nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months extension of the initial Lease Term pursuant to the Extension Option Rider, nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has timely delivered Tenant’s to Landlord the Exercise Notice to Landlord extending the Initial Lease Term pursuant to Rider 1 heretothe Extension Option Rider.

Procedure for Offer. Landlord shall notify Tenant in writing (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence and if the marketing of any First Offer Space because such space shall become or any portion thereof becomes available for lease to third parties. Pursuant to such First Offer Notice, where no holder of a Superior Right desires Landlord shall offer to lease such spaceto Tenant the First Offer Space. The A First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed the “First Offer Rent,” as that term is defined in Section 1.5.3 below, and the other material economic terms and conditions applicable non-economic terms upon which Landlord is willing to lease such space to Tenant’s lease . Notwithstanding any provision to the contrary contained herein, as Landlord is in the process of negotiating the Current TPT Lease, and as it is contemplated that such space (collectivelyCurrent TPT Lease will contain an option to extend the initial term identified therein, the “ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the Landlord may deliver a First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination Notice to Tenant with respect to Suite 525 up to thirteen (13) months prior to the then-scheduled expiration date of the fair market rental rate for Current TPT Lease. Tenant’s rights with respect to Suite 525 identified in any such First Offer Space. Notwithstanding Notice delivered by Landlord to Tenant shall be the foregoing, Landlord’s obligation to deliver the same as when Tenant receives any other First Offer Notice shall not apply during the last nine (9i.e., if Tenant wishes to exercise Tenant’s right of first offer with respect to Suite 525, then within ten (10) months days following delivery of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto nor shall Landlord be obligated to deliver the such First Offer Notice during the last eight (8) months to Tenant, Tenant shall deliver written notice to Landlord of the initial Term unless Tenant has timely delivered Tenant’s Exercise intention to exercise its right of first offer with respect to the entire space described in such First Offer Notice to Landlord pursuant to Rider 1 heretoon the terms contained therein).

Procedure for Offer. Landlord shall notify Tenant in writing (the “"First Offer Notice”") from time to time when Landlord determines determines, in Landlord's sole and absolute discretion, that Landlord shall commence the marketing of any the First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof as determined pursuant to Section 1.3 above) and shall set forth Landlord’s 's proposed material economic terms and conditions applicable to Tenant’s 's lease of such space (collectively, the “ROFO "First Offer Economic Terms”"), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply during the last nine (9) [***] months of the initial Lease Term (or the first Option Term (if applicable)) unless Tenant has delivered an Interest Notice (as defined in the Extension Option Rider attached hereto) pertaining to the extension of the Lease Term (or the first Option Term (if applicable)) pursuant to the Extension Option, Rider nor the period following Landlord's delivery of the Option Rent Notice to Tenant pursuant to the Extension Option Rider unless and until Tenant has delivered to Landlord the Exercise Notice extending the Lease Term (including the first Option Term (if applicable)) pursuant to Rider 1 hereto nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Exercise Notice to Landlord pursuant to Rider 1 heretoExtension Option Rider.

Procedure for Offer. Landlord shall notify Tenant (the a “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become or any portion thereof (the “Available First Offer Space”) becomes available for lease to third parties. Pursuant to such First Offer Notice, where no holder of a Superior Right desires Landlord shall offer to lease such spaceto Tenant the Available First Offer Space. The A First Offer Notice shall describe the space so offered to Tenant Available First Offer Space and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space the annual Rent payable by Tenant for the Available First Offer Space (collectively, the “ROFO Economic TermsFirst Offer Rent”), including the proposed term delivery date of lease and the proposed rent payable for the Available First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination , the length of the fair market rental rate term for such the Available First Offer Space and the other terms upon which Landlord is willing to lease the Available First Offer Space. Notwithstanding The rentable square footage of the foregoingAvailable First Offer Space shall be deemed to be as set forth in the First Office Notice. For the avoidance of doubt and notwithstanding any term to the contrary herein, Landlord’s obligation to deliver the terms of the First Offer Notice shall not apply during to the last nine (9) months 331 Premises, and if Tenant exercises its right of first offer as to the First Offer Space in accordance with this Section 43, then Tenant’s lease of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto nor 331 Premises under this Lease shall Landlord be obligated to deliver amended such that the terms of the First Offer Notice during the last eight (8) months shall govern any Tenant’s leasing of the initial Term unless Tenant has timely delivered Tenant’s Exercise Notice to Landlord pursuant to Rider 1 hereto331 Premises.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Term unless Tenant has delivered an Interest Exercise Notice to Landlord pursuant to Rider 1 hereto nor shall Landlord be obligated to deliver Section 2.3.3 above. Notwithstanding the foregoing, since the First Offer Notice during Space is currently vacant and available for Lease, until such time as the last eight (8) months First Offer Space is first leased to a third party subsequent to the date of this Lease, in lieu of the initial Term unless foregoing, Landlord shall send Tenant has timely delivered Tenant’s Exercise a First Offer Notice if Landlord intends to Landlord pursuant negotiate to Rider 1 heretolease any portion of the First Offer Space to a third party.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space space, including the proposed term (collectively, the “ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO which Economic Terms shall be based on upon Landlord’s good faith determination of the fair market rental rate for value of such First Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine eleven (911) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto Section 2.2 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months period following Landlord’s delivery of the initial Term Option Rent Notice to Tenant pursuant to Section 2.2 above unless Tenant has timely delivered Tenant’s Exercise the Option Notice to Landlord pursuant to Rider 1 heretoSection 2.2 above.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”"FIRST OFFER ------------------- NOTICE") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s 's proposed material economic terms and conditions applicable to Tenant’s 's lease of such space (collectively, the “ROFO Economic Terms”ECONOMIC TERMS"), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant’s Exercise Notice 's Acceptance to Landlord pursuant to Rider 1 heretoSection 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “ROFO Economic Terms”), including Terms”),including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto Section 3l(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Exercise Notice Acceptance to Landlord pursuant to Rider 1 heretoSection 31(c) above and such right of first offer shall not apply during any applicable Option Term.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space; Space (but it being agreed that such ROFO Economic Terms term shall be based on Landlord’s good faith determination calculated as the greater of (i) the fair market rental rate for such First Offer Spaceremaining Term then applicable to the original Premises and (2) five (5) years. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto Section 31(c) above (with specific reference to Tenant’s right to send an early Interest Notice as expressly provided therein) or otherwise extended the Term of this Lease nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Exercise Notice Acceptance to Landlord pursuant to Rider 1 heretoSection 31(c) above or is deemed to have delivered the same.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Right Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space space, including the proposed term (collectively, the “ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO which Economic Terms shall be based on upon Landlord’s good faith determination of the fair market rental rate for value of such First Offer Right Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine twelve (912) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto Section 2.2 of the Original Lease nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months period following Landlord’s delivery of the initial Term Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease unless Tenant has timely delivered Tenant’s Exercise the Option Notice to Landlord pursuant to Rider 1 heretoSection 2.2 of the Original Lease.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer SpaceSpace and any proposed build-out period. Notwithstanding the foregoing, (i) the term of Tenant’s lease of the First Offer Space shall be the longer of (A) a term which is co-terminous with the term of Tenant’s lease of the original Premises or (B) two (2) years and (ii) Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine twelve (912) months of the initial Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto Article 31 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight twelve (8) 12) months of the initial Term or first (1st) Option Term unless Tenant has timely delivered Tenant’s Exercise Notice Acceptance to Landlord pursuant to Rider 1 heretoSection 31(c) above.

Procedure for Offer. Tenant shall notify Landlord in writing if Tenant desires to lease the First Offer Space. Within the 6-month period following Landlord’s receipt of any such notice from Tenant, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “ROFO Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto Article 31 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant’s Exercise Notice Acceptance to Landlord pursuant to Rider 1 heretoArticle 31 above.

Procedure for Offer. Landlord shall notify Tenant (the “"First Offer ------------------- Notice”") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no Initials: /s/ KM ----------- -31- /s/ VC ----------- holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s 's proposed material economic terms and conditions applicable to Tenant’s 's lease of such space (collectively, the “ROFO "Economic Terms”"), including the proposed term of lease and the proposed rent payable for the First Offer Space; such ROFO Economic Terms shall be based on Landlord’s good faith determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term (or first Option Term, as applicable) unless Tenant has delivered an Interest Notice to Landlord pursuant to Rider 1 hereto Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term (or first Option Term, as applicable) unless Tenant has timely delivered Tenant’s Exercise Notice 's Acceptance to Landlord pursuant to Rider 1 heretoSection 31(c) above.