Conditions Precedent. Tenant’s Right of First Offering, Landlord’s obligation to deliver the Right of First Offering Notice and Landlord’s obligation to execute an amendment in accordance with [Section 26.1.2] of this Lease are expressly subject to the following conditions precedent: # this Lease is in full force and effect, # no material adverse change has occurred in Tenant’s financial condition, # Bill.com, LLC, a Delaware limited liability company, its Related Entity pursuant to an assignment or sublease made in accordance with [Section 10.4] or its Ownership Transferee pursuant to a transfer made in accordance with Section 10.5 is in possession of the entire Premises, # no Event of Default exists or would exist but for the pendency of any cure periods provided for in Section 20.1 at the time Tenant delivers the ROFO Election Notice to Landlord exercising the Right of First Offering; and # at least one (1) Lease Year remains in the Term or Tenant has timely exercised the applicable Renewal Option.

Tenant’s Right of First Offer. Provided that # Tenant is not in default of any of its covenants and obligations under the Lease, # Tenant has not Transferred except to a Permitted Transferee nor subleased all or any portion of the Premises then demised to Tenant, and # if less than nine (9) months remain in the Initial Term or initial Extension Term, as the case may be, Tenant already has validly exercised its extension option under [Section 5.3] for the subsequent Extension Term (collectively, the “ROFO Preconditions”), which ROFO Preconditions Landlord may waive, at its sole election, by written notice to Tenant), both when Landlord is required to give Landlord’s ROFO Notice (defined below) and as of the ROFO Premises Commencement Date, Tenant shall have the right (“Right of First Offer”) to lease the ROFO Premises (defined below), if and when such ROFO Premises becomes available for lease to Tenant, as set forth below.