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 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.

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.

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. 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).

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.

Termination of Right of First Offer. The Right of First Offer shall be personal to Original ​ and any Permitted Transferee Assignee, and may only be exercised by Original ​ or a Permitted Transferee Assignee (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of ​’s interest in this Lease) if Original ​ or a Permitted Transferee Assignee has not then subleased more than twenty five percent (25%) of the rentable area of the Premises (i.e., pursuant to subleases in effect as of the date of ​’s exercise of the Right of First Offer). The Right of First Offer granted herein shall also terminate upon the date that ​ or a ​ Affiliate ceases to hold title to both the Premises and the First Offer Space and underlying real property. ​ shall not have the right to lease First Offer Space, as provided in this Section 1.3, if, as of the date of the attempted exercise of any right of first offer by ​, as of the date ​ and ​ execute the First Offer Lease, or as of the scheduled date of delivery of such First Offer Space to ​, ​ is in Default or ​ has previously been in Default more than once during the immediately preceding twelve (12) month period.

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.

Limitation of Exercise of First Offer Right. The right to lease First Offer Space as provided in this [Section 1.3] may not be exercised if, as of the date of the attempted exercise of the expansion option by Tenant, Tenant is in default under this Lease, beyond any applicable notice and cure period. The terms of this [Section 1.3] shall be personal to the originally named Tenant hereunder (the "Original Tenant") or a Permitted Transferee, and may not be exercised by any assignee, subtenant, or other Transferee of Original Tenant's interest in this Lease other than a Permitted Transferee. The terms of this [Section 1.3] shall terminate and be of no further force or effect as of the last day of the fifth (5th) Lease Year. Tenant’s rejection of any particular offer shall not relieve Landlord of its obligation to again offer the First Offer Space to Tenant any time the First Offer Space subsequently becomes available (subject to rights in any renewal rights in any Intervening Lease).

Participation in this 2017 trial project provides MCOA with Right of First Refusal to participate in the New Brunswick commercial production project planned for 2018 and beyond, for a period of five (5) years.