Common use of ROFO Clause in Contracts

ROFO. As used herein, the term “ROFO Period” means that period of time commencing on the Effective Date and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Tenant shall have a right of first offer (“ROFO”) to lease space (each, a “ROFO Space”) that becomes available on the 4th Floor and 6th Floor of the Building during the ROFO Period, on the terms and conditions contained in this Section 10, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the Effective Date. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any portion thereof) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO List.

ROFO. As used hereinROFR. Purchaser acknowledges that each of the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains a currently effective purchase option, the term “ROFO Period” means that period of time commencing on the Effective Date and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Tenant shall have a right of first offer (“ROFO”) offer, right of first refusal and/or similar rights in favor of a third party with respect to lease space a certain Property (each, a “ROFO SpaceROFO/ROFR”, and such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR Agreement”). If any ROFO/ROFR Agreement counterparty exercises any of its ROFO/ROFR rights under such ROFO/ROFR Agreement (or fails to waive the same in writing) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”), then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the Closing as to the other applicable Hotel Assets, (A) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR Asset”) that becomes available on the 4th Floor shall be deemed deleted and 6th Floor of the Building during the ROFO Period, on the terms and conditions contained in this Section 10, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO such Excluded ROFO/ROFR Asset shall not be in effect during any period of time in which fifty percent (50%) deemed a “Real Property”, “Hotel Asset” or more part of the rentable square feet then contained in the Premises are subleased to “Property” for any party other than to a Permitted Transferee; purpose under this Agreement, (3B) the ROFO Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive a return of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (and the interest thereon), and (4C) the ROFO is subject and subordinate to neither Sellers nor Purchaser shall have any and all further rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held obligations hereunder with respect regard to such space by other tenants Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of this Agreement. Promptly after the Effective Date. For the avoidance of doubt, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the ROFO shall terminate upon notices required under the expiration applicable ROFO/ROFR Agreement in respect of the ROFO Period. Not later than 30 days after the mutual execution ROFO/ROFR and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) keep Purchaser reasonably apprised of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any portion status thereof) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO List.

ROFO. As used herein, the term “ROFO Period” means that period of time time: (1) commencing on the Effective first to occur of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above2.2 below, ending on June 30, 20222019. Tenant shall have a right of first offer (“ROFO”) to lease space (each, a “ROFO Space”) that becomes available on the 4th 6th Floor, the 7th Floor, the 8th Floor and 6th the 10th Floor of the Building during the ROFO Period, on the terms and conditions contained in this Section 101.4, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the this Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the this Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the Effective Datedate of this Lease. With respect to the 10th Floor, Tenant acknowledges and agrees that Intuit is a tenant with superior rights, as described in clause (4) above, notwithstanding that, as of the date of this Lease, Intuit might not yet have executed its lease amendment adding the 10th Floor to its premises. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this AmendmentLease, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any portion thereof) 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO List.

ROFO. As used hereinThe Shareholders' Agreement will contain the following ROFO provisions, which shall not apply in the term “ROFO event of an Exit: (i) transfers by certain Investors (each, in such capacity, a "Transferring Investor"), being at any time following: (a) the Lock-in Period” means that period , any Super Material Investor; and (b) the fifth anniversary of time commencing on the Effective Date and ending on June 30Offer Completion, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Tenant shall have a right of first offer any Material Investor (“Material Investor Initiated ROFO”), Matter Terms of any of its Shareholder Instruments shall be subject to a ROFO in favour of the Lead Investor (the “Lead Investor ROFO”) (which, provided that the Requisite Approval has been obtained, shall be exercisable by Xxxxxx, in whole or in part, at the Lead Investor's direction) (in such capacity, the "Non-Transferring Investor"); and (ii) transfers by the Lead Investor (in such capacity, a "Transferring Investor") of any of its Shareholder Instruments following the Lock- in Period shall be subject to lease space a ROFO in favour of any Super Material Investor (each, in such capacity, a "Non-Transferring Investor"), whereby the Transferring Investor shall be required to first offer such Shareholder Instruments (the "ROFO Instruments") to the Non-Transferring Investor(s) by written notice to the Non-Transferring Investor(s) (the "ROFO Notice"), provided that: (i) the Non-Transferring Investor(s) shall, within 30 Business Days of receipt of the ROFO Notice (the “ROFO SpaceClosing Date”) that becomes available on the 4th Floor and 6th Floor of the Building during the ROFO Period), on the terms and conditions contained in this Section 10, and subject to propose a cash transfer price for all of the following conditions and limitations: (1but not some of) the ROFO shall terminate Instruments (the “ROFO Price”) together with any other material terms of the sale in the form of an irrevocable written notice to the Transferring Investor (the “ROFO Offer Notice”); and be null and void if Tenant assigns (ii) if: (a) no Non-Transferring Investor serves a ROFO Offer Notice on the Lease to Transferring Investor within 30 Business Days of the ROFO Notice; or (b) one or more Non-Transferring Investors serve a ROFO Offer Notice on the Transferring Investor but the Transferring Investor does not, within 20 Business Days following the receipt of such ROFO Offer Notice, accept the terms contained in any party other than of the ROFO Offer Notices, the Transferring Investor may transfer the ROFO Instruments to a Permitted Transferee; (2) third party within six months of the ROFO Closing Date for a cash transfer price which shall not be less than the highest ROFO Price offered by the Non-Transferring Investor(s) for such ROFO Instruments and terms no more favourable in effect during any period all material respects than the terms offered by the Non-Transferring Investor(s), provided that the terms of time in which fifty percent paragraph 21 are complied with (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees applicable). If the Lead Investor ROFO is exercised and successors have the right to exercise such rights) as Transferring Investor accepts the terms of the Effective DateROFO Offer Notice, Fireball shall be entitled, but not obliged, to acquire a pro rata proportion of the ROFO Instruments on the same terms as agreed between the Lead Investor and the Transferring Investor. For the avoidance of doubt, the ROFO Price shall terminate upon be payable in cash. If Combination Completion has not occurred within 30 months of Offer Completion, each of Manchester and Alpha shall be entitled to initiate the expiration process for a Material Investor Initiated ROFO in respect of the ROFO Periodall of its Shareholder Instruments within twelve months thereafter. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or Landlord’s Broker Any such third party transferee resulting therefrom shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options be deemed to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any portion thereof) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO Listan Anchor Investor.

ROFO. As used hereinROFR. Purchaser acknowledges that each of the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains a currently effective purchase option, the term “ROFO Period” means that period of time commencing on the Effective Date and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Tenant shall have a right of first offer (“ROFO”) offer, right of first refusal and/or similar rights in favor of a third party with respect to lease space a certain Property (each, a “ROFO SpaceROFO/ROFR”, and such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR Agreement”). If any ROFO/ROFR Agreement counterparty exercises any of its ROFO/ROFR rights under such ROFO/ROFR Agreement (or fails to waive the same in writing) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”), then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the applicable Closing as to the other applicable Hotel Assets, (A) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR Asset”) that becomes available on the 4th Floor shall be deemed deleted and 6th Floor of the Building during the ROFO Period, on the terms and conditions contained in this Section 10, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO such Excluded ROFO/ROFR Asset shall not be in effect during any period of time in which fifty percent (50%) deemed a “Real Property”, “Hotel Asset” or more part of the rentable square feet then contained in the Premises are subleased to “Property” for any party other than to a Permitted Transferee; purpose under this Agreement, (3B) the ROFO Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive a return of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (and the interest thereon), and (4C) the ROFO is subject and subordinate to neither Sellers nor Purchaser shall have any and all further rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held obligations hereunder with respect regard to such space by other tenants Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of this Agreement. Promptly after the Effective Date. For the avoidance of doubt, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the ROFO shall terminate upon notices required under the expiration applicable ROFO/ROFR Agreement in respect of the ROFO Period. Not later than 30 days after the mutual execution ROFO/ROFR and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) keep Purchaser reasonably apprised of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any portion status thereof) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO List.

ROFO. As used hereinProvided Landlord has not previously leased the adjacent space as outlined in the attached Exhibit A-1-Right of First Offer Space floor plan, the term containing approximately 6,622 rentable square feet (“ROFO Period” means Space”), Tenant shall have a Right of First Offer to lease the ROFO Space Tenant may elect with thirty (30) days prior written notice, to add the ROFO Space at the same Base Rent as the Premises (Base Rent being increased proportionally). Provided there are not less than three (3) years remaining on the Lease Term, Landlord shall demise the ROFO Space from the remaining space in the Building and connect the Premises to the ROFO Space at its sole cost and expenses. ROFR – Continuing throughout the Lease Term, and with respect to the ROFO Space, and provided Tenant is then in good standing and not in default and no event of default has occurred that period with the giving of notice and/or the passage of time commencing on the Effective Date and ending on June 30would give rise to an event of default, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. then Tenant shall have a right of first offer refusal (as further described below, the “ROFOROFR”) to lease space (each, a “ROFO Space”) that becomes available on the 4th Floor and 6th Floor of the Building during the ROFO Period, on the terms and conditions contained in execute an amendment to this Section 10, and subject Lease so as to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the Effective Date. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to add the ROFO Space (together with such additional space which may be a part of a bona-fide offer or any portion thereofletter of intent to lease) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness Demised Premises (the “Expansion Space”). Landlord shall notify Tenant in writing if and when Landlord receives a bona-fide offer or accuracy letter of intent to lease the ROFO List, and Tenant agrees that Adjacent Space (together with such additional space which may be a part of a bona-fide offer or letter of intent to lease) (the “ROFR Notice”). Tenant shall have no claim seven (7) days from receipt of such ROFR Notice in which to notify Landlord in writing of its desire to exercise its ROFR, and seven (7) days thereafter in which to execute an Amendment to Lease in form and substance reasonably acceptable to Landlord. In the event the ROFR Notice contains the Adjacent Space together with additional space in the Building, the Tenant’s election to exercise the ROFR must be on all space contemplated in the ROFR Notice. The Amendment to Lease shall provide, among other things, that (a) the Base Rent and Additional Rent on the Expansion Space shall be same per square foot and term as contemplated in the ROFR Notice, (b) the Lease term for the Expansion Space shall be the same as contemplated in the ROFR Notice, (c) The Expansion Space shall be accepted in its AS-IS condition and (d) all other terms and conditions of this Lease shall apply equally to the Expansion Space. Should Tenant fail to exercise the ROFR or recourse against to execute the Amendment to Lease in form and substance reasonably acceptable to Landlord on account within the above stated periods, time being of the incompleteness or inaccuracy of the ROFO List.essence, then Tenant shall have waived its ROFR. RENEWAL OPTION

ROFO. As used herein(it being understood that if Tenant fails to deliver such Tenant ROFO Acceptance within such fifteen (15) Business Day period, the term “Tenant ROFO Period” means that period shall terminate with respect to such sale of time commencing on the Effective Date Leased Property). Upon Landlord’s receipt of the Tenant ROFO Acceptance, Landlord and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Tenant shall have a right period of first offer forty-five (“ROFO”45) days to lease space negotiate in good faith a definitive purchase and sale agreement for the Leased Property. If Landlord and Tenant are not able to reach agreement during such forty five (each, a “ROFO Space”45) that becomes available on the 4th Floor and 6th Floor of the Building during the ROFO Period, day period on the terms of a purchase and conditions contained sale agreement, then Landlord shall be free to market the Leased Property for sale; provided that if Landlord intends to enter into a contract on terms materially more favorable than those offered in the Landlord ROFO Notice, then (i) the Tenant ROFO shall be reinstated, (ii) Landlord shall be required to deliver written notice to Tenant setting forth such more favorable terms and (iii) Tenant shall then have thirty (30) days to finalize and execute a definitive purchase and sale agreement for the Leased Property with Landlord (each of Tenant and Landlord agree to negotiate such documentation in good faith) on such more favorable terms (but if such purchase agreement is not finalized and executed within such thirty (30) day period, the Tenant ROFO shall be terminated). As used herein “terms materially more favorable” shall mean a total consideration of less than ninety-five percent (95%) of the consideration at which such sale or other transfer was offered to Tenant in the Landlord ROFO Notice. If Landlord has not consummated a sale of the Leased Property in accordance with this Section 1018.2 within one hundred eighty (180) days after Tenant has failed to timely provide a Tenant ROFO Acceptance or the parties have failed to enter into a purchase and sale agreement within the applicable period described above, as applicable, then the provisions of this Section 18.2 must again be complied with in respect of any proposed transaction; provided that, if Landlord has not consummated a sale of the Leased Property in accordance with this Section 18.2 within such one hundred eighty (180) day period solely as a result of the failure to obtain all licenses, qualifications or approvals that are necessary to consummate such sale from all necessary governmental authorities, then such one hundred eighty (180) day period shall be extended by and additional ninety (90) days, provided Landlord is exercising commercially reasonable efforts to obtain the same. This Section 18.2 shall apply to any transfer of the direct or indirect equity interests in Landlord that would have the effect of, and subject to the primary purpose of which is, an indirect transfer of all or substantially all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; and (4) the ROFO is subject and subordinate to any and all rights (includingLeased Property, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the Effective Date. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any portion thereof) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO Listmutatis mutandis.

ROFO. As used hereinPrior to offering to lease or sell all or any portion of the Adjacent Premises during or prior to the Lease Term to a third party, Landlord shall first deliver to Tenant a detailed written notice of the term financial terms and the amount of space of the Adjacent Premises which Landlord intends to lease or sell to a third party (the “ROFO Period” means that period Notice”). Tenant’s right to lease or purchase the foregoing portion of time commencing the Adjacent Premises shall be for the same Base Monthly Rent rate, term, and other financial terms and conditions as are specified in the ROFO Notice (the “ROFO”). The ROFO Notice shall also specify, in reasonable detail, any buildings or improvements which Landlord intends to construct or install on the Effective Date Adjacent Premises and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to the timing of such construction and/or installation. The ROFO Notice shall be given as provided in Section 9 27.01 above, ending on June 30, 2022. Tenant shall have a right period of first fifteen (15) Business Days from receipt of the ROFO Notice to accept or reject the ROFO. Tenant shall accept the ROFO by delivery of written notice of acceptance to Landlord within the foregoing fifteen (15) Business Day period. In the event Tenant provides a written rejection, does not accept the ROFO, makes a substantial change to the ROFO terms, or otherwise fails to provide written notice of acceptance to Landlord within the foregoing fifteen (15) Business Day period, then Tenant shall be deemed to have rejected the ROFO and Landlord shall be free to sell or lease the offered portion of the Adjacent Premises specified in the ROFO Notice to any third party at any time on substantially the same or more beneficial terms to Landlord set forth in the ROFO Notice; provided, however, that if Landlord fails, for any reason to fully execute a purchase and sale agreement for the sale of the Adjacent Premises (in the case of a sale thereof), or fully execute a lease of the Adjacent Premises with a third party (in the case of a lease thereof), within one hundred eighty (180) days after Tenant rejects (or is deemed to have rejected) Landlord’s ROFO Notice, then Landlord be obligated, prior to selling or leasing the Adjacent Premises, to again offer the Adjacent Premises to Tenant for lease or sale (“as applicable) pursuant to a ROFO Notice, in which event the preceding terms of this Section 42.02 shall again apply. A reduction in any of the sales price, lease rate, lease term, or offered portion of the Adjacent Premises of five percent (5%) or less shall not be deemed a substantial change in terms for purposes of this Section 42.02. Upon exercise of the ROFO”) , Tenant’s obligations to lease space (each, a “ROFO Space”) that becomes available on or purchase the 4th Floor and 6th Floor portion of the Building during Adjacent Premises specified in the ROFO Period, on Notice in accordance with the terms and conditions contained set forth in this Section 10, and subject to all of the following conditions and limitations: (1) Article 43 shall be irrevocable. The period during which the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the Effective Date. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list apply (the “ROFO ListPeriod”) shall commence on the date of this Lease, and shall expire upon the expiration or earlier termination of the tenants Lease; provided, that Landlord believes if the Lease shall terminate as a result of Tenant’s exercise of its Purchase Option described in good faith (but without representation or warranty) have rights (includingArticle 43 below, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) then the ROFO Period shall expire on the date that is immediately prior to the ROFO Space thirty-fifth (or any portion thereof35th) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy anniversary of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO ListLease Commencement Date.

ROFO. As used hereinIf, during the Lease Term, (a) Landlord determines to offer all or any portion of the Property to the market (“Take to Market”) for sale; or (b) Landlord receives a bona fide, unsolicited offer from an unrelated third party (an “Unsolicited Offer”; the third party making such Unsolicited Offer, the term “ROFO Period” means that period of time commencing on the Effective Date and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Tenant shall have a right of first offer (“ROFOUnsolicited Offeror”) to lease space (each, a “ROFO Space”) that becomes available on the 4th Floor and 6th Floor purchase all or any portion of the Building during Property (such portion of the ROFO PeriodProperty, on the “Offered Property”), then (A) in the Take to Market scenario, Landlord will notify Tenant, before taking the Offered Property to the market, of the terms and conditions contained in this Section 10, and subject upon which Landlord intends to all of offer the following conditions and limitations: (1) Offered Property for sale to the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Leasemarket; and (4B) in the ROFO is subject and subordinate Unsolicited Offer scenario, if Landlord intends to accept an Unsolicited Offer, Landlord will first provide Tenant, before entering into any and all rights (includingagreement with the Unsolicited Offeror, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants a copy of the Building written offer from the Unsolicited Offeror (and their assignees and successorsin either such scenario, such notification from Landlord to Tenant, the extent that such assignees and successors have “ROFO Purchase Notice”). Landlord shall not submit a ROFO Purchase Notice before Substantial Completion (defined in the right Work Letter, Addendum [X]) under either the Take to exercise such rights) as of the Effective DateMarket or Unsolicited Offeror scenario. For the avoidance of doubt, Landlord shall not Take to Market or accept an Unsolicited Offer before Substantial Completion and before submittal of a ROFO Purchase Notice to Tenant. At the time Landlord delivers a ROFO Purchase Notice, Landlord will also deliver to Tenant a purchase agreement containing the economic terms set forth in the ROFO shall terminate upon Purchase Notice, and the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list following additional terms (the “ROFO ListROFO/ROFR Purchase Agreement”): (i) a feasibility period of thirty (30) days, with Tenant having a right of termination during such period; (ii) closing to occur within fifteen (15) Business Days after waiver by Tenant, or expiration, of its feasibility period; (iii) for closing costs to be paid as is customary for the area in which the Property is located; (iv) that Tenant may assign the purchase agreement to any third party without Landlord consent; and (v) standard representations and warranties by Landlord with respect to authority and ownership of the tenants that Landlord believes Property. If a contract for sale is required by Legal Requirements to be identified or agreed upon in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any portion thereof) that are superior to order for Tenant’s ROFO. Tenant acknowledges and agrees that ROFO to be enforceable, the ROFO List will be provided parties agree to Tenant without any representation or warrantyuse a broker-standard form promulgated by the applicable broker’s association in the area where the Property is located, either express or implied, as to but incorporating the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO Listterms set forth above.

ROFO. As used hereinProvisions Applicable to Second Generation Space in the Building. Provided that Tenant is not in material default under this Lease, the term “ROFO Period” means that period of time commencing on the Effective Date and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Tenant shall have have, during the Term hereof, a continuous right of first offer (“ROFO”) to lease any space that was previously leased to another tenant in the Building when such space becomes available (each, a the “ROFO Second Generation Space”) that ); provided, however, Tenant’s right of first offer with respect to such Second Generation Space shall be subject and subordinate to all leases, options and rights of other third parties in existence as of the date of mutual execution hereof. If at any time during the Term and any Extension Term any Second Generation Space becomes available on the 4th Floor and 6th Floor for lease, then Landlord shall promptly notify Tenant of the Building during the ROFO Periodavailability of such Second Generation Space, and Tenant may, within ten (10) business days thereafter, elect by written notice to Landlord to negotiate to lease such Second Generation Space on the terms and conditions contained in this Section 10, to be mutually agreeable to Landlord and subject Tenant. Failure of Tenant to all exercise the foregoing right within the prescribed time period above shall constitute a waiver of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the Lease Tenant’s right as to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held that offer with respect to the Second Generation Space mentioned in Landlord’s notice. In the event Tenant waives (or is deemed to have waived) its right of first offer under this Section 39.2 or if Landlord and Tenant are unable to agree upon mutually acceptable terms for Tenant to lease such space by other tenants Second Generation Space after the parties have in good faith attempted to negotiate such terms for a period of the Building thirty (and their assignees and successors30) days, to the extent that such assignees and successors then Landlord shall have the right to exercise such rights) as of the Effective Date. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or in Landlord’s Broker sole discretion to put the Second Generation Space on the market; provided, however, such Second Generation Space shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) then be subject to the ROFO Space (or any portion thereof) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO Listunder Section 39.1.