Common use of ROFO Space Clause in Contracts

ROFO Space. The space in the Building contiguous to the Premises, consisting of approximately 20,073 rentable square feet (the “ROFO Space”) is on the date of this Lease not leased to other tenants. If Landlord intends to lease the ROFO Space to a tenant during the initial twenty-eight (28) months of the Term, and provided that (i) Landlord has not given Tenant notice of default more than two (2) times within the immediately preceding twelve (12) month period, (ii) there then exists no event of default by Tenant under this Lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and (iii) that Tenant is the sole occupant of the Premises, then Tenant shall have a one-time right of first offer (“ROFO Option”) to lease the ROFO Space, in the following manner: (a) Landlord shall notify Tenant when it intends to lease the ROFO Space to a prospective tenant and Tenant shall have seven (7) days following receipt of such notice within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such ROFO Space and to have its offer considered by Landlord prior to the leasing by Landlord of the ROFO Space to a third party. If Tenant notifies Landlord within such time period that Tenant is so interested, then Landlord shall notify Tenant in writing of Landlord’s calculation of rent and other terms proposed to be applicable to the ROFO Space, for a term coterminous with the Term of this Lease, which shall be equivalent to fair market rental value as determined by Landlord in its sole discretion, which Landlord proposes to be applicable to the ROFO Space, which shall either be on an “as is” basis or with a retrofit allowance, as Landlord shall determine (“Landlord’s Notice of ROFO Terms”). d shall include with Landlord’s Notice of ROFO Terms data in support of Landlord’s calculation of fair market rental value. Within fifteen (15) days following Tenant’s receipt of Landlord’s Notice of ROFO Terms, Tenant shall notify Landlord in writing (the “Tenant ROFO Response”) that Tenant either (1) accepts Landlord’s calculation of rent and terms for the ROFO Space, or (2) withdraws its notice of interest in leasing the ROFO Space and waives its right to lease the ROFO Space under this Lease. If Tenant fails to issue the Tenant ROFO Response within the time and in the manner set forth herein, Tenant will be deemed to have withdrawn its notice of interest in leasing the ROFO Space and waived its right to lease the ROFO Space under this Lease. Landlord and Tenant shall have fifteen (15) days following Landlord’s receipt of the Tenant ROFO Response within which to negotiate mutually satisfactory terms for the leasing of the ROFO Space by Tenant on the terms contained in Landlord’s Notice of ROFO Terms and to execute an amendment to this Lease incorporating such terms or a new lease for the ROFO Space. Notwithstanding the foregoing, the parties intend that any ROFO Space leased by Tenant pursuant to this Section 30 shall be, to the fullest extent possible, contiguous. Under no circumstances shall Tenant have the right under this Section 30 to lease more or less than 20,073 square feet of the ROFO space. (b) If Tenant does not notify Landlord within such seven (7) days of its interest in leasing the ROFO Space, or if Tenant does not issue the Tenant ROFO Response within such fifteen (15) days, or if Tenant does not execute such amendment or lease within such fifteen (15) days, if applicable, then this right of first offer to lease the ROFO Space will lapse and be of no further force or effect and Landlord shall have the right to lease all or part of the ROFO Space to any other party at any time on any terms and conditions acceptable to Landlord. (c) If Tenant provides such notice, the term of the ROFO Space will commence (the “ROFO Space Commencement Date”) upon the date that tenant improvements to the ROFO Space are Substantially Completed (as defined in Section 28 above), and shall be coterminous with the Term set forth in Section 1. The ROFO Space will be part of the Premises for all purposes under this Lease on and after the ROFO Space Commencement Date. (d) This option is a one-time right that is personal to Tenant and is non-transferable to any assignee or sublessee (regardless of whether any such assignment of sublease was made with or without Landlord’s consent) or other party.

ROFO Space. The space in If Tenant refuses the Building contiguous to the Premises, consisting of approximately 20,073 rentable square feet (the “ROFO Space”) is , then Landlord may at any time thereafter lease such ROFO Space to any other party on the date of this Lease not leased to other tenants. If such terms as Landlord intends may desire; provided, however, if Landlord desires to lease the ROFO Space to a tenant during on materially less favorable economic terms than those contained in the initial twenty-eight (28) months of the Term, and provided that (i) Landlord has not ROFO Space Notice previously given Tenant notice of default more than two (2) times within the immediately preceding twelve (12) month period, (ii) there then exists no event of default by Tenant under this Lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and (iii) that Tenant is the sole occupant of the Premises, then Tenant shall have a one-time right of first offer (“ROFO Option”) to lease the for such ROFO Space, then Landlord shall reoffer the ROFO Space to Tenant on such materially less favorable economic terms. A decrease of 10% in the following manner: (a) Landlord Base Rent payable for such ROFO Space shall notify be deemed to be a "materially less favorable economic term" for purposes of this Section. If Tenant when it intends fails to lease the ROFO Space to a prospective tenant and Tenant shall have seven (7) days following receipt of after receiving such notice within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such ROFO Space and to have its offer considered by Landlord prior to the leasing by Landlord of the ROFO Space to a third party. If Tenant notifies Landlord within such time period that Tenant is so interestedreoffer, then Landlord shall notify Tenant in writing of Landlord’s calculation of rent and other terms proposed to be applicable to the ROFO Spacemay within six (6) months, for a term coterminous with the Term of this Lease, which shall be equivalent to fair market rental value as determined by Landlord in its sole discretion, which Landlord proposes to be applicable to the ROFO Space, which shall either be on an “as is” basis or with a retrofit allowance, as Landlord shall determine (“Landlord’s Notice of ROFO Terms”). d shall include with Landlord’s Notice of ROFO Terms data in support of Landlord’s calculation of fair market rental value. Within fifteen (15) days following Tenant’s receipt of Landlord’s Notice of ROFO Terms, Tenant shall notify Landlord in writing (the “Tenant ROFO Response”) that Tenant either (1) accepts Landlord’s calculation of rent and terms for the ROFO Space, or (2) withdraws its notice of interest in leasing the ROFO Space and waives its right to thereafter lease the ROFO Space under this Lease. If Tenant fails to issue the Tenant ROFO Response within the time and in the manner set forth herein, Tenant will be deemed to have withdrawn its notice of interest in leasing the ROFO Space and waived its right to lease the ROFO Space under this Lease. Landlord and Tenant shall have fifteen (15) days following Landlord’s receipt of the Tenant ROFO Response within which to negotiate mutually satisfactory terms for the leasing of the ROFO Space by Tenant on the terms contained in Landlord’s Notice of ROFO Terms and to execute an amendment to this Lease incorporating such terms or a new lease for the ROFO Space. Notwithstanding the foregoing, the parties intend that any ROFO Space leased by Tenant pursuant to this Section 30 shall be, to the fullest extent possible, contiguous. Under no circumstances shall Tenant have the right under this Section 30 to lease more or less than 20,073 square feet of the ROFO space. (b) If Tenant does not notify Landlord within such seven (7) days of its interest in leasing the ROFO Space, or if Tenant does not issue the Tenant ROFO Response within such fifteen (15) days, or if Tenant does not execute such amendment or lease within such fifteen (15) days, if applicable, then this right of first offer to lease the ROFO Space will lapse and be of no further force or effect and Landlord shall have the right to lease all or part of the ROFO Space to any other party on the same terms contained in such reoffer. If Landlord fails to lease the ROFO Space to another party within such 6-month period, then Tenant shall once again have the option to lease the ROFO Space pursuant to this Section. If Landlord receives an offer from a third party to lease the ROFO Space that Landlord desires to accept at any a time when the ROFO Space is not listed for lease with a real estate broker or otherwise being offered for lease to third parties (an "Unsolicited Offer"), then Landlord shall give Tenant written notice of such Unsolicited Offer, prior to accepting the same. If Tenant gives Landlord written notice that Tenant agrees to lease the ROFO Space on any all of the same terms as are contained in the Unsolicited Offer within ten (10) days after receiving the Unsolicited Offer Notice, then Landlord shall lease the ROFO Space to Tenant on the same terms as the Unsolicited Offer. If Tenant fails to lease the ROFO Space in accordance with the terms of the Unsolicited Offer and Landlord desires to lease the ROFO Space on materially less favorable economic terms than those contained in the Unsolicited Offer, then Landlord shall reoffer the ROFO Space for lease to Tenant in writing on such materially less favorable economic terms and conditions acceptable Tenant shall have ten (10) business days within which to accept such reoffer. If Tenant fails to lease the ROFO Space in accordance with this Section, then Landlord may within six (6) months thereafter lease the ROFO Space to any other party on the same terms or terms that are not materially less favorable economic terms than those contained in such reoffer. If Landlord fails to lease the ROFO Space to another party within such 6-month period, then Tenant shall once again have the option to lease the ROFO Space pursuant to this Section. /s/ Xx Xxxxxxxxxx LANDLORD: CDR Federal, L.L.C., a Limited ------------------------- Liability Corporation Witness By: /s/ Xxxxxxx Xxxxxx ------------------------------------- Title: VICE PRESIDENT ---------------------------------- Date: January 31, 2001 ----------------------------------- /s/ Xxxxxx Xxxxxxxxx ------------------------- Witness /s/ Xxxxx Xxxxxxxx TENANT: Mercator Software, Inc., a Delaware ------------------------- Corporation Witness By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Title: SECRETARY ---------------------------------- Date: January 29, 2001 ----------------------------------- /s/ Xxxxxx Nowotnik ------------------------- Witness APPENDIX A PLAN OF THE PREMISES [FLOOR PLAN OMITTED] APPENDIX A [FLOOR PLAN OMITTED] APPENDIX A [FLOOR PLAN OMITTED] APPENDIX A [FLOOR PLAN OMITTED] APPENDIX A [FLOOR PLAN OMITTED] APPENDIX B RULES AND REGULATIONS 1. Tenant shall not place anything, or allow anything to be placed near the glass of any window, door, partition or wall which may, in Landlord's judgment, appear unsightly from outside of the Project. 2. The Project directory shall be available to Tenant solely to display names and their location in the Project, which display shall be as directed by Landlord. 3. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purposes other than for ingress to and egress from the Premises. Tenant shall lend its full cooperation to keep such areas free from all obstruction and in a clean and sightly condition and shall move all supplies, furniture and equipment as soon as received directly to the Premises and move all such items and waste being taken from the Premises (cother than waste customarily removed by employees of the Building) If directly to the shipping platform at or about the time arranged for removal therefrom. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Project. Neither Tenant provides such noticenor any employee or invitee of Tenant shall go upon the roof of the Project. 4. The toilet rooms, urinals, wash bowls and other apparatuses shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by Tenant or its employees or invitees, the term expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant. 5. Tenant shall not cause any unnecessary janitorial labor or services by reason of Tenant's carelessness or indifference in the preservation of good order and cleanliness. 6. Tenant shall not install or operate any refrigerating, heating or air conditioning apparatus, or carry on any mechanical business without the prior written consent of Landlord; use the Premises for housing, lodging or sleeping purposes; or permit preparation or warming of food in the Premises (warming of coffee and individual meals with employees and guests excepted). Tenant shall not occupy or use the Premises or permit the Premises to be occupied or used for any purpose, act or thing which is in violation of any Governmental Requirement or which may be dangerous to persons or property. 7. Tenant shall not bring upon, use or keep in the Premises or the Project any kerosene, gasoline or inflammable or combustible fluid or material, or any other articles deemed hazardous to persons or property, or use any method of heating or air conditioning other than that supplied by Landlord. 8. Landlord shall have sole power to direct electricians as to where and how telephone and other wires are to be introduced. No boring or cutting for wires is to be allowed without the consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. 9. No additional locks shall be placed upon any doors, windows or transoms in or to the Premises. Tenant shall not change existing locks or the mechanism thereof. Upon termination of the ROFO Space will commence (lease, Tenant shall deliver to Landlord all keys and passes for offices, rooms, parking lot and toilet rooms which shall have been furnished Tenant. In the “ROFO Space Commencement Date”) upon event of the date that tenant improvements loss of keys so furnished, Tenant shall pay Landlord therefor. Tenant shall not make, or cause to be made, any such keys and shall order all such keys solely from Landlord and shall pay Landlord for any keys in addition to the ROFO Space are Substantially Completed (two sets of keys originally furnished by Landlord for each lock. 10. Tenant shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as defined approved by Landlord. 11. No furniture, packages, supplies, equipment or merchandise will be received in Section 28 above)the Project or carried up or down in the freight elevator, except between such hours and in such freight elevator as shall be designated by Landlord. Tenant shall not take or permit to be taken in or out of other entrances of the Building, or take or permit on other elevators, any item normally taken in or out through the trucking concourse or service doors or in or on freight elevators. 12. Tenant shall cause all doors to the Premises to be closed and securely locked and shall turn off all utilities, lights and machines before leaving the Project at the end of the day. 13. Without the prior written consent of Landlord, Tenant shall not use the name of the Project or any picture of the Project in connection with, or in promoting or advertising the business of, Tenant, except Tenant may use the address of the Project as the address of its business. 14. Tenant shall cooperate fully with Landlord to assure the most effective operation of the Premises' or the Project's heating and air conditioning, and shall be coterminous with the Term set forth in Section 1refrain from attempting to adjust any controls, other than room thermostats installed for Tenant's use. The ROFO Space will be part of Tenant shall keep corridor doors closed. 15. Tenant assumes full responsibility for protecting the Premises for all purposes under this Lease on from theft, robbery and after pilferage, which may arise from a cause other than Landlord's negligence, which includes keeping doors locked and other means of entry to the ROFO Space Commencement DatePremises closed and secured. (d) This option is a one-time right that is personal to Tenant and is non-transferable to any assignee or sublessee (regardless of whether any such assignment of sublease was made with or without Landlord’s consent) or other party.

ROFO Space. The space in If (i) at any time between the Building Commencement Date and the date which is twelve (12) months prior to the Expiration Date, Landlord determines that any separately demised rentable area contiguous to the Premises, consisting Premises on the eighth (8th) floor of approximately 20,073 rentable square feet the Building (the each a “ROFO Space”) is on has become “available for leasing”, provided that the date of this Lease not leased conditions precedent set forth in Section 2.4(d) below are then satisfied, then prior to other tenants. If Landlord intends offering to lease such ROFO Space to any 3rd parties, Landlord shall deliver notice thereof to Tenant (the “ROFO Notice”) setting forth a description of the ROFO Space to a tenant during in question (including the initial twenty-eight (28) months rentable area thereof), the Landlord’s determination of Annual Fixed Rent Rate and Additional Rent for such ROFO Space, the Term, and provided that (i) other material business terms upon which Landlord has not given Tenant notice of default more than two (2) times within the immediately preceding twelve (12) month period, (ii) there then exists no event of default by Tenant under this Lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and (iii) that Tenant is the sole occupant of the Premises, then Tenant shall have a one-time right of first offer (“ROFO Option”) willing to lease the ROFO Space, in the following manner: (a) term for the ROFO Space, and the date Landlord shall notify Tenant when it intends to lease anticipates that the ROFO Space to a prospective tenant and will become available for leasing. Provided that all of the conditions precedent set forth in this Section 2.4 are fully satisfied by Tenant, Tenant shall have seven the one-time option (7the “ROFO Option”), exercisable by Tenant delivering written notice (the “Acceptance Notice”) days following receipt of such notice to Landlord within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such ROFO Space and to have its offer considered by Landlord prior to the leasing ten (10) Business Days after delivery by Landlord of the ROFO Notice, to lease all of the subject ROFO Space to a third party. If Tenant notifies Landlord within such time period that Tenant is so interested, then Landlord shall notify Tenant upon all of the terms and conditions set forth in writing of Landlord’s calculation of rent and other terms proposed to be applicable to the ROFO SpaceNotice, for a term coterminous with including the Term of this Lease, which shall be equivalent to fair market rental value as determined by Landlord in its sole discretion, which Landlord proposes to be applicable to the ROFO Space, which shall either be on an “as is” basis or with a retrofit allowance, as Landlord shall determine (“Landlord’s Notice of ROFO Terms”). d shall include with Landlord’s Notice of ROFO Terms data in support of Landlord’s calculation of fair market rental value. Within fifteen (15) days following Tenant’s receipt of Landlord’s Notice of ROFO Terms, Tenant shall notify Landlord in writing (the “Tenant ROFO Response”) that Tenant either (1) accepts Landlord’s calculation of rent Annual Fixed Rental Rate and terms Additional Rent for the ROFO Space, or (2) withdraws its notice of interest in leasing the ROFO Space and waives its right to lease the ROFO Space under this Lease. If Tenant fails to issue the Tenant ROFO Response within the time and in the manner designated by Landlord as set forth herein, Tenant will be deemed to have withdrawn its notice of interest in leasing the ROFO Space and waived its right to lease the ROFO Space under this Lease. Landlord and Tenant shall have fifteen (15) days following Landlord’s receipt of the Tenant ROFO Response within which to negotiate mutually satisfactory terms for the leasing of the ROFO Space by Tenant on the terms contained in Landlord’s Notice of ROFO Terms and to execute an amendment to this Lease incorporating such terms or a new lease for the ROFO Space. Notwithstanding the foregoing, the parties intend that any ROFO Space leased by Tenant pursuant to this Section 30 shall be, to the fullest extent possible, contiguous. Under no circumstances shall Tenant have the right under this Section 30 to lease more or less than 20,073 square feet of the ROFO spacetherein. (b) If Tenant does not notify Landlord within such seven (7) days of its interest in leasing the ROFO Space, or if Tenant does not issue the Tenant ROFO Response within such fifteen (15) days, or if Tenant does not execute such amendment or lease within such fifteen (15) days, if applicable, then this right of first offer to lease the ROFO Space will lapse and be of no further force or effect and Landlord shall have the right to lease all or part of the ROFO Space to any other party at any time on any terms and conditions acceptable to Landlord. (c) If Tenant provides such notice, the term of the ROFO Space will commence (the “ROFO Space Commencement Date”) upon the date that tenant improvements to the ROFO Space are Substantially Completed (as defined in Section 28 above), and shall be coterminous with the Term set forth in Section 1. The ROFO Space will be part of the Premises for all purposes under this Lease on and after the ROFO Space Commencement Date. (d) This option is a one-time right that is personal to Tenant and is non-transferable to any assignee or sublessee (regardless of whether any such assignment of sublease was made with or without Landlord’s consent) or other party.