Procedure for Acceptance. On or before the date which is seven (7) days after Tenant's receipt of a Landlord's First Refusal Notice (the "ROFR Election Date"), Tenant shall deliver a written notice to Landlord (the "ROFR Election Notice") pursuant to which Tenant shall elect either to: # exercise such First Refusal Right and lease the entire First Refusal Space described in the applicable Landlord's First Refusal Notice upon the ROFR Economic Terms set forth in such applicable Landlord's First Refusal Notice and the same non-ROFR Economic Terms as set forth in the Lease, as amended hereby; or # reject such First Refusal Right and refuse to lease the entire First Refusal Space identified in the applicable Landlord's First Refusal Notice, in which event Tenant's First Refusal Right with respect to the First Refusal Space identified in such applicable Landlord's First Refusal Notice shall thereupon automatically terminate and be of no further force or effect, and Landlord may thereafter lease all or any portion of such applicable First Refusal Space to any party on any terms Landlord desires. If Tenant does not so respond in writing to Landlord's First Refusal Notice by the ROFR Election Date, Tenant shall be deemed to have elected the option described in clause (ii) hereinabove. If Tenant timely delivers to Landlord the ROFR Election Notice as described in clause (i) hereinabove, then Tenant shall lease the applicable First Refusal Space described in such applicable Landlord's First Refusal Notice upon the ROFR Economic Terms contained in such applicable Landlord's First Refusal Notice and the non-ROFR Economic Terms set forth in the Lease, as amended hereby. Notwithstanding anything in this Section 9 to the contrary, Landlord acknowledges and agrees that Tenant's First Refusal Right to lease any First Refusal Space not previously identified in any Landlord's First Refusal Notice delivered by Landlord to Tenant shall not terminate as a result of Tenant's election or deemed election to refuse to lease any other First Refusal Space so identified in a Landlord's First Refusal Notice, and shall continue until such time, but not beyond the First Refusal Period, as such space first becomes available for lease as determined by Landlord as provided hereinabove.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) days of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice. If Tenant does not deliver Tenant's First Offer Exercise Notice within the ten (10) day period, then Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, during the 180-day period following the initial delivery of the First Offer Notice to Tenant, if the Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than seven and five-tenths percent (7.5%) more favorable to the tenant than the Economic Terms offered by Landlord to Tenant (as determined using a "Net Equivalent Lease Rate", as defined in Exhibit H attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the "New Offer Terms") to Tenant by written notice (the "Additional Notice") setting forth the New Offer Terms, and Tenant shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not require Landlord to deliver another Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Right of First Offer, as applicable). If Landlord does not lease the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Additional Notice prior to entering into a Third Party Lease.

Procedure for Acceptance. On or before the date which is seven (7) days after Tenant's receipt of the Landlord's First Offer Notice (the "ROFO Election Date"), Tenant shall deliver written notice to Landlord (the "ROFO Election Notice") pursuant to which Tenant shall have the right to elect either to: # lease the entire First Offer Space upon the terms set forth in the First Offer Notice; or # not lease the First Offer Space. If Tenant does not deliver the ROFO Election Notice electing one of the options in clauses (i) or (ii) hereinabove by the ROFO Election Date, then Tenant shall be deemed to have elected not to lease the First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space, then Tenant's right of first offer set forth in this Section 8 shall terminate and Landlord shall thereafter have the right to lease all or any portion of the First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. If Tenant timely and properly delivers the ROFO Election Notice to Landlord electing to lease the First Offer Space upon the terms set forth in such First Offer Notice, then # concurrently with Tenant's delivery of the ROFO Election Notice, Tenant shall deliver to Landlord cash in an amount equal to the Base Rent payable by Tenant for the First Offer Space for the first (1st) month of the First Offer Term (the "ROFO Pre-Paid Rent"), which ROFO Pre-Paid Rent shall be credited against the Base Rent payable by Tenant for the First Offer Space for the first (1st) month of the First Offer Term, and # Landlord and Tenant shall promptly execute an amendment to the Lease, as amended hereby, covering the First Offer Space and the lease terms thereof. Notwithstanding anything in this Section 8 to the contrary, Tenant must elect to exercise its right of first offer herein with respect to the entire First Offer Space and may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's Phase 2 Right of First Offer with respect to the space described in the Phase 2 First Offer Notice, then within ten (10) days of delivery of the Phase 2 First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's Phase 2 First Offer Exercise Notice") of Tenant's election to exercise its Phase 2 Right of First Offer with respect to the entire space described in the Phase 2 First Offer Notice on the terms contained in such notice. If Tenant does not deliver Tenant's Phase 2 First Offer Exercise Notice within the ten (10) day period, then Landlord (or an affiliate of Landlord) shall be free to enter into Third Party Lease for the space described in the Phase 2 First Offer Notice to anyone to whom Landlord (or such affiliate of Landlord) desires on any terms Landlord (or such affiliate of Landlord) desires; provided, however, during the 180-day period following the initial delivery of the Phase 2 First Offer Notice to Tenant, if the Economic Terms that Landlord (or such affiliate of Landlord) is prepared to accept under a Third Party Lease are greater than seven and five-tenths percent (7.5%) more favorable to the tenant than the Economic Terms offered by Landlord to Tenant (as determined using a Net Equivalent Lease Rate), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the "Phase 2 New Offer Terms") to Tenant by written notice (the "Phase 2 Additional Notice") setting forth the Phase 2 New Offer Terms, and Tenant shall have five (5) business days from Tenant's receipt of the Phase 2 Additional Notice to accept the Phase 2 New Offer Terms set forth in the Phase 2 Additional Notice (which procedure shall be repeated until Landlord (or such affiliate of Landlord) enters into a lease or lease amendment with respect to such Phase 2 First Offer Space which does not require Landlord to deliver another Phase 2 Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Phase 2 Right of First Offer, as applicable). If Landlord (or such affiliate of Landlord) does not lease the Phase 2 First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Phase 2 Additional Notice prior to entering into a Third Party Lease for Phase 2 First Offer Space.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within seven (7) business days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice. If Tenant does not so notify Landlord within such seven (7) business day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, that prior to entering a lease with a third party tenant on economic terms which, on a net effective, present value basis, are more than 7% more favorable to the tenant than the terms contained in the First Offer Notice, Landlord shall first deliver a revised First Offer Notice to Tenant on such more favorable terms in accordance with the procedure set forth above. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first refusal with respect to the First Refusal Space described in the First Refusal Notice, then within ten (10) business days of delivery of the First Refusal Notice to Tenant (the "Election Period"), Tenant shall deliver to Landlord written notice (an "Election Notice") of Tenant's exercise of its right of first refusal with respect to all of the First Refusal Space described in the First Refusal Notice at the rent, for # the term which shall commence as identified in the First Refusal Notice and which shall expire, subject to renewal of the entire Premises pursuant to Section 2.2, below, on the later of # the date of expiration of the initial Lease Term, as the same may be extended (i.e., on a coterminous basis), or # the last day in the month upon which the fifth (5th) anniversary of the commencement date for the payment of Base Rent with regard to such First Refusal Space occurs (i.e., for a minimum of a five (5)-year term), and # upon the other fundamental economic terms and conditions contained in such First Refusal Notice, including, but not limited to rental concessions and improvement allowances. If Tenant does not so notify Landlord within such Election Period of Tenant's exercise of its first refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the foregoing being referred to herein as a "First Refusal Rejection"), then Landlord shall be free to negotiate and enter into a lease for the First Refusal Space within one hundred twenty (120) days thereafter to anyone whom it desires on any terms it desires; provided, however, to the extent such third party lease of First Refusal Space would be on "Economic Terms," as that term is defined hereinbelow, which on a per rentable square foot basis are (in the aggregate) less than ninety-two percent (92%) of the Economic Terms (in the aggregate and determined on a net effective basis which is substantially the same as the determination of the Market Rent as provided on Exhibit H) on a per rentable square foot basis offered to Tenant in the applicable First Refusal Notice, then Landlord shall deliver another First Refusal Notice (the "Additional Notice") to Tenant offering such more favorable terms to Tenant (provided that such terms and conditions shall be adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its right of first refusal with respect to the Additional Notice, Tenant shall deliver the Election Notice to Landlord within ten (10) business days of delivery of such Additional Notice to Tenant (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Refusal Space which does not require Landlord to deliver another Additional Notice to Tenant pursuant to the terms hereof or Tenant timely exercises such right of first refusal, as applicable). The term "Economic Terms" for purposes of this Section 1.3.2 shall mean only the annual base rent, tenant improvement allowance, if any, moving allowance, if any, free or discounted parking, if any, and abated base rent, if any.

Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within seven (7) business days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice. If Tenant does not so notify Landlord within such seven (7) business day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first offer with respect to the First Offer Space described in the First Offer Notice, then within seven (7) days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s irrevocable exercise of its right of first offer with respect to all of the First Offer Space described in the First Offer Notice on the Fundamental Terms provided for therein. If Tenant does not so notify Landlord within such seven (7) day period of Tenant’s exercise of its first offer right, then Landlord shall be free to negotiate and enter into a lease for the First Offer Space to anyone whom it desires on any terms that Landlord desires, provided that, if Landlord has not entered into any such lease within one hundred eighty (180) days after the date of delivery of the First Offer Notice, then, prior to entering into any lease of such First Offer Space, Landlord shall first again offer such space to Tenant in accordance with the terms of this [Section 1.3], provided that, prior to the entering into a lease of such space on terms that are more than 10% more favorable to the tenant than those set forth in the First Offer Notice (as determined on a net effective present value basis). Landlord shall first deliver any other First Offer Notice to Tenant offering such space to Tenant on such recued terms. Tenant shall respond to any such “re-offer” within five (5) days after delivery of such “re-offer” notice.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first offer with respect to the space described in the First Offer Notice, then within ten (10) business days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice. If Tenant does not so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first offer with respect to the space described in the Suite 100 First Offer Notice, then within ten (10) business days of delivery of the Suite 100 First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s election to exercise its right of first offer with respect to the entire space described in the Suite 100 First Offer Notice on the terms contained in such notice. If Tenant does not so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in the Suite 100 First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.