Grant of Right of First Offer; Conditions. From and after the Commencement Date, Subtenant shall have a right of first offer, subject to the provisions of this Section (the “Right of First Offer”), with respect to any portion of the Premises (excluding the Sublet Portion and any portion of the Premises currently offered for sublease by Sublandlord on the date hereof) which Sublandlord subsequently desires to sublease (each, an “Offering Space”). Subtenant’s Right of First Offer shall be exercised as follows: at any time after Sublandlord has determined that it will sublease an Offering Space (but prior to subleasing the applicable Offering Space to a third party), Sublandlord shall advise Subtenant in writing (the “Advice”) of the terms under which Sublandlord is prepared to lease the Offering Space to Subtenant for the remainder of the Term, which terms shall reflect the then-current Base Rent rate under the Master Lease for the applicable Offering Space, as such Base Rent rate may increase from time to time in accordance with the Master Lease. Subtenant may sublease the applicable Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Sublandlord (the “Notice of Exercise”) within five (5) business days after the date of the Advice, except that Subtenant shall have no such Right of First Offer and Sublandlord need not provide Subtenant with an Advice, if: # Subtenant is in default under this Sublease beyond any applicable cure periods at the time that Sublandlord would otherwise deliver the Advice; # the Sublet Portion, or any portion thereof, is sublet at the time Sublandlord would otherwise deliver the Advice; # the Sublease has been assigned prior to the date Sublandlord would otherwise deliver the Advice; # Subtenant is not occupying the Sublet Portion on the date Sublandlord would otherwise deliver the Advice; # the Offering Space is not intended for the exclusive use of Subtenant during the Term. Further, any exercise of Subtenant’s Right of First Offer is expressly conditioned upon Master Landlord’s approval of such exercise in accordance with the Master Lease, it being understood that Master Landlord’s failure or refusal to consent to any exercise of Subtenant’s Right of First Offer shall render such exercise null, void and of no force or effect.

Offering Amendment. If Subtenant exercises its Right of First Offer with respect to an Offering Space, Sublandlord shall prepare an amendment (the “Offering Amendment”) adding such Offering Space to the Sublet Portion on the terms set forth in the Advice and reflecting the changes in the Base Rent, rentable square footage of the Sublet Portion, Subtenant’s Proportional Share and other appropriate terms. A copy of the Offering Amendment shall be sent to Subtenant within a five (5) business days after Sublandlord’s receipt of the Notice of Exercise executed by Subtenant, and Subtenant shall execute and return the Offering Amendment to Sublandlord within five (5) business days thereafter, but an otherwise valid exercise of the Right of First Offer shall be fully effective whether or not the Offering Amendment is executed.

Termination of Right of First Offer. The rights of Subtenant hereunder with respect to each applicable Offering Space shall terminate on the earlier to occur of # Subtenant’s failure to exercise its Right of First Offer within the five (5) business day period provided in Section 9.1 above, # the date Sublandlord would have provided Subtenant an Advice if Subtenant had not been in violation of one or more of the conditions set forth in Section 9.1 above, or # the date nine (9) months prior to the expiration date of the Term.