No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder pursuant to [Section 23], neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

Right of First Offer. Subject to the terms and conditions of this [Section 1.3], Landlord hereby grants to Tenant, commencing on the date of this Lease and continuing until the end of the fifth (5th) Lease Year, an on-going right of first offer during the initial Lease Term with respect to any space on the fourth (4th) floor of the Building (the “First Offer Space”). Such right of first offer shall be subject and subordinate to the terms of any renewal or expansion right contained in any lease of the First Offer Space entered into by Landlord prior to the Lease Commencement Date, or with a third party after Tenant's failure to exercise its right of first offer as provided in this [Section 1.3] (collectively, the "Intervening Leases"). All such tenants under Intervening Leases, are collectively referred to as the "Superior Right Holders". Notwithstanding the foregoing, Tenant acknowledges that Landlord is currently in negotiations to lease the First Offer Space to a third party (the “Existing Negotiations”), and that Landlord shall be able to finalize such Existing Negotiations and enter such lease without providing a First Offer Notice, and that such lease, if executed, shall be an Intervening Lease.

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraph # of this [Section 8.8] shall be an offer to prepay, in accordance with and subject to this [Section 8.8], all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “[Section 8.8] Proposed Prepayment Date”). Such date shall be not less than 30 days and not more than 60 days after the date of such offer (if the [Section 8.8] Proposed Prepayment Date shall not be specified in such offer, the [Section 8.8] Proposed Prepayment Date shall be the first Business Day after the 45th day after the date of such offer).

Complete Offer and Agreement. This letter and the referenced agreements contain our complete understanding and agreement regarding the terms of your employment by the Company. There are no other, different or prior agreements or understandings on this or related subjects. Changes to the terms of your employment can be made only in a writing signed by you and the Company’s President, although it is understood that the Company may, from time to time, in its sole discretion, adjust the salaries, incentive compensation and benefits paid to you and its other employees, as well as job titles, locations, duties, responsibilities, assignments and reporting relationships.

Right of First Offer. ​ hereby grants to the originally named ​ herein and any “Permitted Transferee Assignee”, a right of first offer (the “Right of First Offer“) with respect to space located in all or a portion of the buildings to be constructed at 1410 Harbor Bay Parkway, Alameda, California, and 1430 Harbor Bay Parkway, Alameda, California, California (individually and collectively, the “First Offer Space“) for so long as ​ or a ​ affiliate (an entity which is controlled by, controls, or is under common control with, ​) (“​ Affiliate“) holds title to both the Premises and the First Offer Space and underlying real property. ​’s right of first offer shall be on the terms and conditions set forth in this Section 1.3.

First Offer Space Term. Subject to any ​ improvement allowances granted as a component of the First Offer Rent or agreement on the part of ​ to perform work therein or rent free construction period as may be as set forth in the applicable First Offer Notice, if any, ​ shall commence payment of Rent for such First Offer Space, and the term of such First Offer Space shall commence, upon the date of delivery of such First Offer Space to ​ (the “First Offer Commencement Date“) and terminate on the date set forth in the First Offer Notice therefor.

Right of First Offer. The right of first offer set forth in Paragraph 3 (Right of First Offer) of the Rider (the “Rider”) attached to the Lease is revised to apply to Suite 200 and the third and fourth floors of the Building.

Right of First Offer. If Landlord determines to offer for sale or ground lease, all or any portion of the Premises solely for the construction of a parking garage or facility and for no other purpose, Landlord may not exercise its right of termination set forth in [Subsection 2.2] without first complying with the provisions of this Section 30. Landlord shall give Tenant notice that it proposes to offer to another, all or a portion of the Premises for the sole use as a free standing parking garage and shall designate that portion of the Premises subject to the proposed construction. Tenant shall have thirty (30) days following the delivery of such notice to advise the Landlord of the terms and conditions on which it would be willing to purchase or ground lease the portion of the Premises designated in Landlord’s notice. If Tenant fails to respond to Landlord within said thirty (30) day period, then Landlord may sell or ground lease without restriction that portion of Premises specified in Landlord’s notice to a non-affiliated third party and may withdraw such portion from this Lease effective as provided in [Subsection 2.2]. If Tenant makes a proposal to Landlord within said thirty (30) day period, Landlord may either accept the proposal or negotiate with Tenant. If Landlord and Tenant do not enter into a definitive agreement within forty-five (45) days following Tenant’s response, then Landlord shall be free to enter in a sale transaction or a ground lease with a non-affiliated third party provided that the terms and conditions of such sale or ground lease are no more advantageous to Landlord than Tenant’s last proposal (specifically, Tenant’s last sale proposal if Landlord intends to sell, or Tenant’s last ground lease proposal if Landlord intends to ground lease) prior to the expiration of such forty-five (45) day period. If as part of its proposal Tenant does not offer both a ground lease and sale option and Landlord and Tenant does not enter into a definitive agreement within said forty-five (45) day period, then Landlord will be free to sell or ground lease to a non-affiliated third party, as the case may be (i.e., whichever of the two [sale or ground lease] Tenant did not include in its proposal), the portion of the Premises specified in Landlord’s notice without limitation if Tenant failed to include such alternative in its proposal to Landlord. To be clear, in such event Landlord would still be subject to the “no more advantageous” provision set forth above as to the type of transaction (sale or ground lease) that Tenant did propose.

Right of First Offer. Subject to and upon the terms and provisions contained in this Article XXIX, at any time prior to the end of the sixth (6th) Lease year (the “ROFO Period”), and provided that # no Event of Default exists and is continuing at the time Tenant delivers an Acceptance Notice (as hereinafter defined) and # that Tenant has not assigned this Lease (except to a Permitted Transferee or an Affiliate as permitted by Article VII), Tenant shall have a one-time right of first offer (“ROFO”) to lease additional space in the Commercial/Garage Unit which is located on the floor or floors of the Commercial/Garage Unit immediately below any floor of the Premises and contiguous to space then included in the Premises, if any (the “ROFO Space”), but only after the initial lease-up of the Commercial/Garage Unit (including being subject to any extension rights expressly granted to other tenants of the Commercial/Garage Unit by Landlord during such initial lease-up, and subject to the right of any other tenant at the Commercial/Garage Unit to renew or extend the term of its lease).

Exchange Act Compliance. During the Agency Period, the Company shall # file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act; and # either, at the Company’s option, # include in its quarterly reports on Form 10-Q and its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, # the number of Shares sold through the Agent pursuant to this Agreement and # the net proceeds received by the Company from such sales, or # prepare a prospectus supplement containing, or include in such other filing permitted by the Securities Act or Exchange Act (each such filing, an “Interim Prospectus Supplement”), such summary information and, at least once a quarter and subject to this Section 4, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rule 430B under the Securities Act).